as introduced - 83rd Legislature (2003 - 2004) Posted on 12/15/2009 12:00am
1.1 A bill for an act 1.2 relating to limited partnerships; enacting and 1.3 modifying the Uniform Limited Partnership Act of 2001; 1.4 providing transitional provisions; making conforming 1.5 changes; amending Minnesota Statutes 2002, sections 1.6 5.25, subdivision 1; 302A.115, subdivision 1; 1.7 308A.121, subdivision 1; 317A.115, subdivision 2; 1.8 322B.12, subdivision 1; proposing coding for new law 1.9 as Minnesota Statutes, chapter 321; repealing 1.10 Minnesota Statutes 2002, sections 322A.01; 322A.02; 1.11 322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 1.12 322A.12; 322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 1.13 322A.18; 322A.19; 322A.24; 322A.25; 322A.26; 322A.27; 1.14 322A.28; 322A.31; 322A.32; 322A.33; 322A.34; 322A.35; 1.15 322A.38; 322A.39; 322A.40; 322A.41; 322A.45; 322A.46; 1.16 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 322A.52; 1.17 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 1.18 322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 1.19 322A.72; 322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 1.20 322A.79; 322A.80; 322A.81; 322A.82; 322A.85; 322A.86; 1.21 322A.87; 322A.88. 1.22 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 1.23 ARTICLE 1 1.24 GENERAL PROVISIONS 1.25 Section 1. [321.101] [SHORT TITLE.] 1.26 This chapter may be cited as the Uniform Limited 1.27 Partnership Act 2001. 1.28 Sec. 2. [321.102] [DEFINITIONS.] 1.29 In this chapter: 1.30 (1) "Certificate of limited partnership" means the 1.31 certificate required by section 321.201. The term includes the 1.32 certificate as amended or restated. 1.33 (2) "Contribution," except in the phrase "right of 2.1 contribution," means any benefit provided by a person to a 2.2 limited partnership in order to become a partner or in the 2.3 person's capacity as a partner. 2.4 (3) "Debtor in bankruptcy" means a person that is the 2.5 subject of: 2.6 (A) an order for relief under Title 11 of the United States 2.7 Code or a comparable order under a successor statute of general 2.8 application; or 2.9 (B) a comparable order under federal, state, or foreign law 2.10 governing insolvency. 2.11 (4) "Designated office" means: 2.12 (A) with respect to a limited partnership, the office that 2.13 the limited partnership is required to designate and maintain 2.14 under section 321.114; and 2.15 (B) with respect to a foreign limited partnership, its 2.16 principal office. 2.17 (5) "Distribution" means a transfer of money or other 2.18 property from a limited partnership to a partner in the 2.19 partner's capacity as a partner or to a transferee on account of 2.20 a transferable interest owned by the transferee. 2.21 (6) "Foreign limited liability limited partnership" means a 2.22 foreign limited partnership whose general partners have limited 2.23 liability for the obligations of the foreign limited partnership 2.24 under a provision similar to section 321.404(c). 2.25 (7) "Foreign limited partnership" means a partnership 2.26 formed under the laws of a jurisdiction other than this state 2.27 and required by those laws to have one or more general partners 2.28 and one or more limited partners. The term includes a foreign 2.29 limited liability limited partnership. 2.30 (8) "General partner" means: 2.31 (A) with respect to a limited partnership, a person that: 2.32 (i) becomes a general partner under section 321.401; or 2.33 (ii) was a general partner in a limited partnership when 2.34 the limited partnership became subject to this chapter under 2.35 section 321.1206(b), (c), or (f); and 2.36 (B) with respect to a foreign limited partnership, a person 3.1 that has rights, powers, and obligations similar to those of a 3.2 general partner in a limited partnership. 3.3 (9) "Limited liability limited partnership," except in the 3.4 phrases "foreign limited liability limited partnership" and 3.5 "limited partnership that is a limited liability limited 3.6 partnership under section 322A.88," means: 3.7 (A) a limited partnership whose certificate of limited 3.8 partnership states that the limited partnership is a limited 3.9 liability limited partnership; or 3.10 (B) a limited partnership that: 3.11 (i) became subject to this chapter under section 3.12 321.1206(b), (c), or (f); 3.13 (ii) immediately before becoming subject to this chapter 3.14 was a limited liability limited partnership under section 3.15 322A.88; and 3.16 (iii) since becoming subject to this chapter has not 3.17 amended its certificate of limited partnership to state that it 3.18 is not a limited liability limited partnership. 3.19 (10) "Limited partner" means: 3.20 (A) with respect to a limited partnership, a person that: 3.21 (i) becomes a limited partner under section 321.301; or 3.22 (ii) was a limited partner in a limited partnership when 3.23 the limited partnership became subject to this chapter under 3.24 section 321.1206(b), (c), or (f); and 3.25 (B) with respect to a foreign limited partnership, a person 3.26 that has rights, powers, and obligations similar to those of a 3.27 limited partner in a limited partnership. 3.28 (11) "Limited partnership," except in the phrases "foreign 3.29 limited partnership," "foreign limited liability limited 3.30 partnership," "limited partnership formed under chapter 322," 3.31 "limited partnership formed under chapter 322A," and "limited 3.32 partnership that is a limited liability limited partnership 3.33 under chapter 322A," means an entity, having one or more general 3.34 partners and one or more limited partners, which is formed under 3.35 this chapter by two or more persons or becomes subject to this 3.36 chapter under article 11 or section 321.1206(b), (c), or (f). 4.1 The term includes a limited liability limited partnership. 4.2 (12) "Partner" means a limited partner or general partner. 4.3 (13) "Partnership agreement" means the partners' agreement, 4.4 whether oral, implied, in a record, or in any combination, 4.5 concerning the limited partnership. The term includes the 4.6 agreement as amended. 4.7 (14) "Person" means an individual, corporation, business 4.8 trust, estate, trust, partnership, limited liability company, 4.9 association, joint venture, government; governmental 4.10 subdivision, agency, or instrumentality; public corporation, or 4.11 any other legal or commercial entity. 4.12 (15) "Person dissociated as a general partner" means a 4.13 person dissociated as a general partner of a limited partnership. 4.14 (16) "Principal office" means the office where the 4.15 principal executive office of a limited partnership or foreign 4.16 limited partnership is located, whether or not the office is 4.17 located in this state. 4.18 (17) "Record" means information that is inscribed on a 4.19 tangible medium or that is stored in an electronic or other 4.20 medium and is retrievable in perceivable form. 4.21 (18) "Required information" means the information that a 4.22 limited partnership is required to maintain under section 4.23 321.111. 4.24 (19) "Sign" means: 4.25 (A) to execute or adopt a tangible symbol with the present 4.26 intent to authenticate a record; or 4.27 (B) to attach or logically associate an electronic symbol, 4.28 sound, or process to or with a record with the present intent to 4.29 authenticate the record. 4.30 (20) "State" means a state of the United States, the 4.31 District of Columbia, Puerto Rico, the United States Virgin 4.32 Islands, or any territory or insular possession subject to the 4.33 jurisdiction of the United States. 4.34 (21) "Transfer" includes an assignment, conveyance, deed, 4.35 bill of sale, lease, mortgage, security interest, encumbrance, 4.36 gift, and transfer by operation of law. 5.1 (22) "Transferable interest" means a partner's right to 5.2 receive distributions. 5.3 (23) "Transferee" means a person to which all or part of a 5.4 transferable interest has been transferred, whether or not the 5.5 transferor is a partner. 5.6 Sec. 3. [321.103] [KNOWLEDGE AND NOTICE.] 5.7 (a) A person knows a fact if the person has actual 5.8 knowledge of it. 5.9 (b) A person has notice of a fact if the person: 5.10 (1) knows of it; 5.11 (2) has received a notification of it; 5.12 (3) has reason to know it exists from all of the facts 5.13 known to the person at the time in question; or 5.14 (4) has notice of it under subsection (c) or (d). 5.15 (c) A certificate of limited partnership on file in the 5.16 office of the secretary of state is notice that the partnership 5.17 is a limited partnership and the persons designated in the 5.18 certificate as general partners are general partners. Except as 5.19 otherwise provided in subsection (d), the certificate is not 5.20 notice of any other fact. 5.21 (d) A person has notice of: 5.22 (1) another person's dissociation as a general partner, 90 5.23 days after the effective date of a filed amendment to the 5.24 certificate of limited partnership which states that the other 5.25 person has dissociated or 90 days after the effective date of a 5.26 filed statement of dissociation pertaining to the other person, 5.27 whichever occurs first; 5.28 (2) a limited partnership's dissolution, 90 days after the 5.29 effective date of a filed amendment to the certificate of 5.30 limited partnership stating that the limited partnership is 5.31 dissolved; 5.32 (3) a limited partnership's termination, 90 days after the 5.33 effective date of a filed statement of termination; 5.34 (4) a limited partnership's conversion under article 11, 90 5.35 days after the effective date of the filed articles of 5.36 conversion; or 6.1 (5) a merger under article 11, 90 days after the effective 6.2 date of the filed articles of merger. 6.3 (e) A person notifies or gives a notification to another 6.4 person by taking steps reasonably required to inform the other 6.5 person in ordinary course, whether or not the other person 6.6 learns of it. 6.7 (f) A person receives a notification when the notification: 6.8 (1) comes to the person's attention; or 6.9 (2) is delivered at the person's place of business or at 6.10 any other place held out by the person as a place for receiving 6.11 communications. 6.12 (g) Except as otherwise provided in subsection (h), a 6.13 person other than an individual knows, has notice, or receives a 6.14 notification of a fact for purposes of a particular transaction 6.15 when the individual conducting the transaction for the person 6.16 knows, has notice, or receives a notification of the fact, or in 6.17 any event when the fact would have been brought to the 6.18 individual's attention if the person had exercised reasonable 6.19 diligence. A person other than an individual exercises 6.20 reasonable diligence if it maintains reasonable routines for 6.21 communicating significant information to the individual 6.22 conducting the transaction for the person and there is 6.23 reasonable compliance with the routines. Reasonable diligence 6.24 does not require an individual acting for the person to 6.25 communicate information unless the communication is part of the 6.26 individual's regular duties or the individual has reason to know 6.27 of the transaction and that the transaction would be materially 6.28 affected by the information. 6.29 (h) A general partner's knowledge, notice, or receipt of a 6.30 notification of a fact relating to the limited partnership is 6.31 effective immediately as knowledge of, notice to, or receipt of 6.32 a notification by the limited partnership, except in the case of 6.33 a fraud on the limited partnership committed by or with the 6.34 consent of the general partner. A limited partner's knowledge, 6.35 notice, or receipt of a notification of a fact relating to the 6.36 limited partnership is not effective as knowledge of, notice to, 7.1 or receipt of a notification by the limited partnership. 7.2 Sec. 4. [321.104] [NATURE, PURPOSE, AND DURATION OF 7.3 ENTITY.] 7.4 (a) A limited partnership is an entity distinct from its 7.5 partners. A limited partnership is the same entity regardless 7.6 of whether its certificate states that the limited partnership 7.7 is a limited liability limited partnership. 7.8 (b) A limited partnership may be organized under this 7.9 chapter for any lawful purpose. 7.10 (c) A limited partnership has a perpetual duration. 7.11 Sec. 5. [321.105] [POWERS.] 7.12 A limited partnership has the powers to do all things 7.13 necessary or convenient to carry on its activities, including 7.14 the power to sue, be sued, and defend in its own name and to 7.15 maintain an action against a partner for harm caused to the 7.16 limited partnership by a breach of the partnership agreement or 7.17 violation of a duty to the partnership. 7.18 Sec. 6. [321.106] [GOVERNING LAW.] 7.19 The law of this state governs relations among the partners 7.20 of a limited partnership and between the partners and the 7.21 limited partnership and the liability of partners as partners 7.22 for an obligation of the limited partnership. 7.23 Sec. 7. [321.107] [SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF 7.24 INTEREST.] 7.25 (a) Unless displaced by particular provisions of this 7.26 chapter, the principles of law and equity supplement this 7.27 chapter. 7.28 (b) If an obligation to pay interest arises under this 7.29 chapter and the rate is not specified, the rate is that 7.30 specified in section 334.01. 7.31 Sec. 8. [321.108] [NAME.] 7.32 (a) The name of a limited partnership may contain the name 7.33 of any partner. 7.34 (b) The name of a limited partnership that is not a limited 7.35 liability limited partnership must contain the phrase "limited 7.36 partnership" or the abbreviation "L.P." or "LP" and may not 8.1 contain the phrase "limited liability limited partnership" or 8.2 the abbreviation "LLLP" or "L.L.L.P." 8.3 (c) Except as provided in section 321.1206(d)(1), the name 8.4 of a limited liability limited partnership must contain the 8.5 phrase "limited liability limited partnership" or the 8.6 abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain 8.7 the abbreviation "L.P." or "LP." 8.8 (d) The limited partnership name shall not contain a word 8.9 or phrase that indicates or implies that it is formed for a 8.10 purpose other than a legal purpose. 8.11 (e) The limited partnership name shall be distinguishable 8.12 upon the records in the Office of the Secretary of State from 8.13 the name of each domestic corporation, limited partnership, 8.14 limited liability partnership, and limited liability company, 8.15 whether profit or nonprofit, and each foreign corporation, 8.16 limited partnership, limited liability partnership, and limited 8.17 liability company authorized or registered to do business in 8.18 this state, whether profit or nonprofit, and each name the right 8.19 to which is, at the time of formation, reserved as provided for 8.20 in sections 302A.117, 322A.03, 322B.125, or 333.001 to 333.54, 8.21 unless there is filed with the certificate of limited 8.22 partnership one of the following: 8.23 (1) the written consent of the domestic corporation, 8.24 limited partnership, limited liability partnership, or limited 8.25 liability company, or the foreign corporation, limited 8.26 partnership, limited liability partnership, or limited liability 8.27 company authorized or registered to do business in this state or 8.28 the holder of a reserved name or a name filed by or registered 8.29 with the secretary of state under sections 333.001 to 333.54 8.30 having a name that is not distinguishable; 8.31 (2) a certified copy of a final decree of a court in this 8.32 state establishing the prior right of the applicant to the use 8.33 of the name in this state; or 8.34 (3) the applicant's affidavit that the corporation, limited 8.35 partnership, or limited liability company with the name that is 8.36 not distinguishable has been incorporated or on file in this 9.1 state for at least three years prior to the affidavit, if it is 9.2 a domestic corporation, limited partnership, or limited 9.3 liability company, or has been authorized or registered to do 9.4 business in this state for at least three years prior to the 9.5 affidavit, if it is a foreign corporation, limited partnership, 9.6 or limited liability company, or that the holder of a name filed 9.7 or registered with the secretary of state under sections 333.001 9.8 to 333.54 filed or registered that name at least three years 9.9 prior to the affidavit; that the corporation, limited 9.10 partnership, or limited liability company or holder has not 9.11 during the three-year period before the affidavit filed any 9.12 document with the secretary of state; that the applicant has 9.13 mailed written notice to the corporation, limited partnership, 9.14 or limited liability company or the holder of a name filed or 9.15 registered with the secretary of state under sections 333.001 to 9.16 333.54 by certified mail, return receipt requested, properly 9.17 addressed to the registered office of the corporation or limited 9.18 liability company or in care of the agent of the limited 9.19 partnership, or the address of the holder of a name filed or 9.20 registered with the secretary of state under sections 333.001 to 9.21 333.54, shown in the records of the secretary of state, stating 9.22 that the applicant intends to use a name that is not 9.23 distinguishable and the notice has been returned to the 9.24 applicant as undeliverable to the addressee corporation, limited 9.25 partnership, limited liability company, or holder of a name 9.26 filed or registered with the secretary of state under sections 9.27 333.001 to 333.54; that the applicant, after diligent inquiry, 9.28 has been unable to find any telephone listing for the 9.29 corporation, limited partnership, or limited liability company 9.30 with the name that is not distinguishable in the county in which 9.31 is located the registered office of the corporation, limited 9.32 partnership, or limited liability company shown in the records 9.33 of the secretary of state or has been unable to find any 9.34 telephone listing for the holder of a name filed or registered 9.35 with the secretary of state under sections 333.001 to 333.54 in 9.36 the county in which is located the address of the holder shown 10.1 in the records of the secretary of state; and that the applicant 10.2 has no knowledge that the corporation, limited partnership, 10.3 limited liability company, or holder of a name filed or 10.4 registered with the secretary of state under sections 333.001 to 10.5 333.54 is currently engaged in business in this state. 10.6 (f) The secretary of state shall determine whether a name 10.7 is distinguishable from another name for purposes of this 10.8 section and section 321.109. 10.9 (g) This section and section 321.109 do not abrogate or 10.10 limit the law of unfair competition or unfair practices; nor 10.11 sections 333.001 to 333.54; nor the laws of the United States 10.12 with respect to the right to acquire and protect copyrights, 10.13 trade names, trademarks, service names, service marks, or any 10.14 other rights to the exclusive use of names or symbols; nor 10.15 derogate the common law or the principles of equity. 10.16 (h) A limited partnership that is the surviving 10.17 organization in a merger with one or more other organizations, 10.18 or that is formed by the reorganization of one or more 10.19 organizations, or that acquires by sale, lease, or other 10.20 disposition to or exchange with an organization all or 10.21 substantially all of the assets of another organization, 10.22 including its name, may have the same name as that used in this 10.23 state by any of the other organizations, if the other 10.24 organization whose name is sought to be used was organized under 10.25 the laws of, or is authorized to transact business in, this 10.26 state. 10.27 (i) The use of a name by a limited partnership in violation 10.28 of this section does not affect or vitiate its existence, but a 10.29 court in this state may, upon application of the state or of a 10.30 person interested or affected, enjoin the limited partnership 10.31 from doing business under a name assumed in violation of this 10.32 section, although its certificate of limited partnership may 10.33 have been filed with the secretary of state and a certificate of 10.34 formation issued. 10.35 (j) A person doing business in this state may contest the 10.36 subsequent registration of a name with the Office of the 11.1 Secretary of State as provided in section 5.22. 11.2 Sec. 9. [321.109] [RESERVATION OF NAME.] 11.3 (a) The exclusive right to the use of a limited partnership 11.4 name otherwise permitted by section 321.108 may be reserved by: 11.5 (1) a person doing business in this state under that name; 11.6 (2) a person intending to form a limited partnership under 11.7 this chapter; 11.8 (3) a limited partnership intending to change its name; 11.9 (4) a foreign limited partnership intending to make 11.10 application for a certificate of authority to transact business 11.11 in this state; 11.12 (5) a foreign limited partnership authorized to transact 11.13 business in this state and intending to change its name; 11.14 (6) a person intending to form a limited partnership in 11.15 another state and intending to have the foreign limited 11.16 partnership make application for a certificate of authority to 11.17 transact business in this state; 11.18 (7) a foreign limited partnership formed under a name that 11.19 does not comply with section 321.108(b) or (c), but the name 11.20 reserved under this paragraph may differ from the foreign 11.21 limited partnership's name only to the extent necessary to 11.22 comply with section 321.108(b) and (c); or 11.23 (8) a foreign limited partnership doing business under that 11.24 name or a name not distinguishable from that name in one or more 11.25 states other than this state and not described in clause (4), 11.26 (5), (6), or (7). 11.27 (b) The reservation shall be made by delivering for filing 11.28 with the secretary of state a request that the name be 11.29 reserved. If the name is available for use by the applicant, 11.30 the secretary of state shall reserve the name for the exclusive 11.31 use of the applicant for a period of 12 months. The reservation 11.32 may be renewed for successive 12-month periods. 11.33 (c) The right to the exclusive use of a limited partnership 11.34 name reserved pursuant to this section may be transferred to 11.35 another person by or on behalf of the applicant for whom the 11.36 name was reserved by delivering for filing with the secretary of 12.1 state a notice of the transfer and specifying the name and 12.2 address of the transferee. 12.3 Sec. 10. [321.110] [EFFECT OF PARTNERSHIP AGREEMENT; 12.4 NONWAIVABLE PROVISIONS.] 12.5 (a) Except as otherwise provided in subsection (b), the 12.6 partnership agreement governs relations among the partners and 12.7 between the partners and the partnership. To the extent the 12.8 partnership agreement does not otherwise provide, this chapter 12.9 governs relations among the partners and between the partners 12.10 and the partnership. 12.11 (b) A partnership agreement may not: 12.12 (1) vary a limited partnership's power under section 12.13 321.105 to sue, be sued, and defend in its own name; 12.14 (2) vary the law applicable to a limited partnership under 12.15 section 321.106; 12.16 (3) vary the requirements of section 321.204; 12.17 (4) vary the information required under section 321.111 or 12.18 unreasonably restrict the right to information under section 12.19 321.304 or 321.407, but the partnership agreement may impose 12.20 reasonable restrictions on the availability and use of 12.21 information obtained under those sections and may define 12.22 appropriate remedies, including liquidated damages, for a breach 12.23 of any reasonable restriction on use; 12.24 (5) eliminate the duty of loyalty under section 321.408, 12.25 but the partnership agreement may: 12.26 (A) identify specific types or categories of activities 12.27 that do not violate the duty of loyalty, if not manifestly 12.28 unreasonable; and 12.29 (B) specify the number or percentage of partners which may 12.30 authorize or ratify, after full disclosure to all partners of 12.31 all material facts, a specific act or transaction that otherwise 12.32 would violate the duty of loyalty; 12.33 (6) unreasonably reduce the duty of care under section 12.34 321.408(c); 12.35 (7) eliminate the obligation of good faith and fair dealing 12.36 under sections 321.305(b) and 321.408(d), but the partnership 13.1 agreement may prescribe the standards by which the performance 13.2 of the obligation is to be measured, if the standards are not 13.3 manifestly unreasonable; 13.4 (8) vary the power of a person to dissociate as a general 13.5 partner under section 321.604(a) except to require that the 13.6 notice under section 321.603(1) be in a record; 13.7 (9) vary the power of a court to decree dissolution in the 13.8 circumstances specified in section 321.802; 13.9 (10) vary the requirement to wind up the partnership's 13.10 business as specified in section 321.803; 13.11 (11) unreasonably restrict the right to maintain an action 13.12 under article 10; 13.13 (12) restrict the right of a partner under section 13.14 321.1110(a) to approve a conversion or merger or the right of a 13.15 general partner under section 321.1110(b) to consent to an 13.16 amendment to the certificate of limited partnership which 13.17 deletes a statement that the limited partnership is a limited 13.18 liability limited partnership; or 13.19 (13) restrict rights under this chapter of a person other 13.20 than a partner or a transferee. 13.21 Sec. 11. [321.111] [REQUIRED INFORMATION.] 13.22 A limited partnership shall maintain at its designated 13.23 office the following information: 13.24 (1) a current list showing the full name and last known 13.25 street and mailing address of each partner, separately 13.26 identifying the general partners, in alphabetical order, and the 13.27 limited partners, in alphabetical order; 13.28 (2) a copy of the initial certificate of limited 13.29 partnership and all amendments to and restatements of the 13.30 certificate, together with signed copies of any powers of 13.31 attorney under which any certificate, amendment, or restatement 13.32 has been signed; 13.33 (3) a copy of any filed articles of conversion or merger; 13.34 (4) a copy of the limited partnership's federal, state, and 13.35 local income tax returns and reports, if any, for the three most 13.36 recent years; 14.1 (5) a copy of any partnership agreement made in a record 14.2 and any amendment made in a record to any partnership agreement; 14.3 (6) a copy of any financial statement of the limited 14.4 partnership for the three most recent years; 14.5 (7) a copy of the three most recent annual reports 14.6 delivered by the limited partnership to the secretary of state 14.7 pursuant to section 321.210; 14.8 (8) a copy of any record made by the limited partnership 14.9 during the past three years of any consent given by or vote 14.10 taken of any partner pursuant to this chapter or the partnership 14.11 agreement; and 14.12 (9) unless contained in a partnership agreement made in a 14.13 record, a record stating: 14.14 (A) the amount of cash, and a description and statement of 14.15 the agreed value of the other benefits, contributed and agreed 14.16 to be contributed by each partner; 14.17 (B) the times at which, or events on the happening of 14.18 which, any additional contributions agreed to be made by each 14.19 partner are to be made; 14.20 (C) for any person that is both a general partner and a 14.21 limited partner, a specification of what transferable interest 14.22 the person owns in each capacity; and 14.23 (D) any events upon the happening of which the limited 14.24 partnership is to be dissolved and its activities wound up. 14.25 Sec. 12. [321.112] [BUSINESS TRANSACTIONS OF PARTNER WITH 14.26 PARTNERSHIP.] 14.27 A partner may lend money to and transact other business 14.28 with the limited partnership and has the same rights and 14.29 obligations with respect to the loan or other transaction as a 14.30 person that is not a partner. 14.31 Sec. 13. [321.113] [DUAL CAPACITY.] 14.32 A person may be both a general partner and a limited 14.33 partner. A person that is both a general and limited partner 14.34 has the rights, powers, duties, and obligations provided by this 14.35 chapter and the partnership agreement in each of those 14.36 capacities. When the person acts as a general partner, the 15.1 person is subject to the obligations, duties and restrictions 15.2 under this chapter and the partnership agreement for general 15.3 partners. When the person acts as a limited partner, the person 15.4 is subject to the obligations, duties and restrictions under 15.5 this chapter and the partnership agreement for limited partners. 15.6 Sec. 14. [321.114] [OFFICE AND AGENT FOR SERVICE OF 15.7 PROCESS.] 15.8 (a) A limited partnership shall designate and continuously 15.9 maintain in this state: 15.10 (1) an office, which need not be a place of its activity in 15.11 this state; and 15.12 (2) an agent for service of process. 15.13 (b) A foreign limited partnership shall designate and 15.14 continuously maintain in this state an agent for service of 15.15 process. 15.16 (c) An agent for service of process of a limited 15.17 partnership or foreign limited partnership must be an individual 15.18 who is a resident of this state or other person authorized to do 15.19 business in this state. 15.20 Sec. 15. [321.115] [CHANGE OF DESIGNATED OFFICE OR AGENT 15.21 FOR SERVICE OF PROCESS.] 15.22 (a) In order to change its designated office, agent for 15.23 service of process, or the address of its agent for service of 15.24 process, a limited partnership or a foreign limited partnership 15.25 may deliver to the secretary of state for filing a statement of 15.26 change containing: 15.27 (1) the name of the limited partnership or foreign limited 15.28 partnership; 15.29 (2) if the current designated office is to be changed, the 15.30 street and mailing address of the new designated office; and 15.31 (3) if the current agent for service of process or an 15.32 address of the agent is to be changed, the new information. 15.33 (b) Subject to section 321.206(c), a statement of change is 15.34 effective when filed by the secretary of state. 15.35 Sec. 16. [321.116] [RESIGNATION OF AGENT FOR SERVICE OF 15.36 PROCESS.] 16.1 Subdivision 1. [RESIGNATION OF AGENT.] An agent of a 16.2 limited partnership or a foreign limited partnership may resign 16.3 by delivering for filing with the secretary of state a signed 16.4 written notice of resignation, including a statement that a 16.5 signed copy of the notice has been given to the limited 16.6 partnership at its principal office or to a legal representative 16.7 of the limited partnership. The appointment of the agent 16.8 terminates 30 days after the notice is filed by the secretary of 16.9 state. 16.10 Subd. 2. [CHANGE OF BUSINESS ADDRESS OR NAME OF AGENT.] If 16.11 the business address or name of an agent changes, the agent 16.12 shall change the address of the designated office or the name of 16.13 the agent, as the case may be, of each limited partnership or 16.14 foreign limited partnership represented by that agent by 16.15 delivering for filing with the secretary of state a change of 16.16 designated office statement signed by the agent, stating that a 16.17 copy of the statement has been mailed to each of those limited 16.18 partnerships or foreign limited partnerships or to the legal 16.19 representative of each of those limited partnerships or foreign 16.20 limited partnerships. 16.21 Sec. 17. [321.117] [SERVICE OF PROCESS.] 16.22 A process, notice, or demand required or permitted by law 16.23 to be served may be served as provided in section 5.25. 16.24 Sec. 18. [321.118] [CONSENT AND PROXIES OF PARTNERS.] 16.25 Action requiring the consent of partners under this chapter 16.26 may be taken without a meeting, and a partner may appoint a 16.27 proxy to consent or otherwise act for the partner by signing an 16.28 appointment record, either personally or by the partner's 16.29 attorney in fact. 16.30 ARTICLE 2 16.31 FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP 16.32 AND OTHER FILINGS 16.33 Sec. 19. [321.201] [FORMATION OF LIMITED PARTNERSHIP; 16.34 CERTIFICATE OF LIMITED PARTNERSHIP.] 16.35 (a) In order for a limited partnership to be formed, a 16.36 certificate of limited partnership must be delivered to the 17.1 secretary of state for filing. The certificate must state: 17.2 (1) the name of the limited partnership, which must comply 17.3 with section 321.108; 17.4 (2) the street and mailing address of the initial 17.5 designated office and the name and street and mailing address of 17.6 the initial agent for service of process; 17.7 (3) the name and the street and mailing address of each 17.8 general partner; 17.9 (4) whether the limited partnership is a limited liability 17.10 limited partnership; and 17.11 (5) any additional information required by article 11. 17.12 (b) A certificate of limited partnership may also contain 17.13 any other matters but may not vary or otherwise affect the 17.14 provisions specified in section 321.110(b) in a manner 17.15 inconsistent with that section. 17.16 (c) If there has been substantial compliance with 17.17 subsection (a), subject to section 321.206(c) a limited 17.18 partnership is formed when the secretary of state files the 17.19 certificate of limited partnership. 17.20 (d) Subject to subsection (b), if any provision of a 17.21 partnership agreement is inconsistent with the filed certificate 17.22 of limited partnership or with a filed statement of 17.23 dissociation, termination, or change or filed articles of 17.24 conversion or merger: 17.25 (1) the partnership agreement prevails as to partners and 17.26 transferees; and 17.27 (2) the filed certificate of limited partnership, statement 17.28 of dissociation, termination, or change or articles of 17.29 conversion or merger prevail as to persons, other than partners 17.30 and transferees, that reasonably rely on the filed record to 17.31 their detriment. 17.32 Sec. 20. [321.202] [AMENDMENT OR RESTATEMENT OF 17.33 CERTIFICATE.] 17.34 (a) In order to amend its certificate of limited 17.35 partnership, a limited partnership must deliver to the secretary 17.36 of state for filing an amendment or, pursuant to article 11, 18.1 articles of merger stating: 18.2 (1) the name of the limited partnership; 18.3 (2) the date of filing of its initial certificate; and 18.4 (3) the changes the amendment makes to the certificate as 18.5 most recently amended or restated. 18.6 (b) A limited partnership shall promptly deliver to the 18.7 secretary of state for filing an amendment to a certificate of 18.8 limited partnership to reflect: 18.9 (1) the admission of a new general partner; 18.10 (2) the dissociation of a person as a general partner; or 18.11 (3) the appointment of a person to wind up the limited 18.12 partnership's activities under section 321.803(c) or (d). 18.13 (c) A general partner that knows that any information in a 18.14 filed certificate of limited partnership was false when the 18.15 certificate was filed or has become false due to changed 18.16 circumstances shall promptly: 18.17 (1) cause the certificate to be amended; or 18.18 (2) if appropriate, deliver to the secretary of state for 18.19 filing a statement of change pursuant to section 321.115 or a 18.20 statement of correction pursuant to section 321.207. 18.21 (d) A certificate of limited partnership may be amended at 18.22 any time for any other proper purpose as determined by the 18.23 limited partnership. 18.24 (e) A restated certificate of limited partnership may be 18.25 delivered to the secretary of state for filing in the same 18.26 manner as an amendment. 18.27 (f) Subject to section 321.206(c), an amendment or restated 18.28 certificate is effective when filed by the secretary of state. 18.29 Sec. 21. [321.203] [STATEMENT OF TERMINATION.] 18.30 A dissolved limited partnership that has completed winding 18.31 up may deliver to the secretary of state for filing a statement 18.32 of termination that states: 18.33 (1) the name of the limited partnership; 18.34 (2) the date of filing of its initial certificate of 18.35 limited partnership; and 18.36 (3) any other information as determined by the general 19.1 partners filing the statement or by a person appointed pursuant 19.2 to section 321.803(c) or (d). 19.3 Sec. 22. [321.204] [SIGNING OF RECORDS.] 19.4 (a) Each record delivered to the secretary of state for 19.5 filing pursuant to this chapter must be signed in the following 19.6 manner: 19.7 (1) An initial certificate of limited partnership must be 19.8 signed by all general partners listed in the certificate. 19.9 (2) An amendment adding or deleting a statement that the 19.10 limited partnership is a limited liability limited partnership 19.11 must be signed by all general partners listed in the certificate. 19.12 (3) An amendment designating as general partner a person 19.13 admitted under section 321.801(3)(B) following the dissociation 19.14 of a limited partnership's last general partner must be signed 19.15 by that person. 19.16 (4) An amendment required by section 321.803(c) following 19.17 the appointment of a person to wind up the dissolved limited 19.18 partnership's activities must be signed by that person. 19.19 (5) Any other amendment must be signed by: 19.20 (A) at least one general partner listed in the certificate; 19.21 (B) each other person designated in the amendment as a new 19.22 general partner; and 19.23 (C) each person that the amendment indicates has 19.24 dissociated as a general partner, unless: 19.25 (i) the person is deceased or a guardian or general 19.26 conservator has been appointed for the person and the amendment 19.27 so states; or 19.28 (ii) the person has previously delivered to the secretary 19.29 of state for filing a statement of dissociation. 19.30 (6) A restated certificate of limited partnership must be 19.31 signed by at least one general partner listed in the 19.32 certificate, and, to the extent the restated certificate effects 19.33 a change under any other paragraph of this subsection, the 19.34 certificate must be signed in a manner that satisfies that 19.35 paragraph. 19.36 (7) A statement of termination must be signed by all 20.1 general partners listed in the certificate or, if the 20.2 certificate of a dissolved limited partnership lists no general 20.3 partners, by the person appointed pursuant to section 321.803(c) 20.4 or (d) to wind up the dissolved limited partnership's activities. 20.5 (8) Articles of conversion must be signed by each general 20.6 partner listed in the certificate of limited partnership. 20.7 (9) Articles of merger must be signed as provided in 20.8 section 321.1108(a). 20.9 (10) Any other record delivered on behalf of a limited 20.10 partnership to the secretary of state for filing must be signed 20.11 by at last one general partner listed in the certificate. 20.12 (11) A statement by a person pursuant to section 20.13 321.605(a)(4) stating that the person has dissociated as a 20.14 general partner must be signed by that person. 20.15 (12) A statement of withdrawal by a person pursuant to 20.16 section 321.306 must be signed by that person. 20.17 (13) A record delivered on behalf of a foreign limited 20.18 partnership to the secretary of state for filing must be signed 20.19 by at least one general partner of the foreign limited 20.20 partnership. 20.21 (14) Any other record delivered on behalf of any person to 20.22 the secretary of state for filing must be signed by that person. 20.23 (b) Any person may sign by an attorney in fact any record 20.24 to be filed pursuant to this chapter. 20.25 Sec. 23. [321.205] [SIGNING AND FILING PURSUANT TO 20.26 JUDICIAL ORDER.] 20.27 (a) If a person required by this chapter to sign a record 20.28 or deliver a record to the secretary of state for filing does 20.29 not do so, any other person that is aggrieved may petition the 20.30 district court to order: 20.31 (1) the person to sign the record; 20.32 (2) deliver the record to the secretary of state for 20.33 filing; or 20.34 (3) the secretary of state to file the record unsigned. 20.35 (b) If the person aggrieved under subsection (a) is not the 20.36 limited partnership or foreign limited partnership to which the 21.1 record pertains, the aggrieved person shall make the limited 21.2 partnership or foreign limited partnership a party to the 21.3 action. A person aggrieved under subsection (a) may seek the 21.4 remedies provided in subsection (a) in the same action in 21.5 combination or in the alternative. 21.6 (c) A record filed unsigned pursuant to this section is 21.7 effective without being signed. 21.8 Sec. 24. [321.206] [DELIVERY TO AND FILING OF RECORDS BY 21.9 SECRETARY OF STATE; EFFECTIVE TIME AND DATE.] 21.10 (a) A record authorized or required to be delivered to the 21.11 secretary of state for filing under this chapter must be 21.12 captioned to describe the record's purpose, be in a medium 21.13 permitted by the secretary of state, and be delivered to the 21.14 secretary of state. Unless the secretary of state determines 21.15 that a record does not comply with the filing requirements of 21.16 this chapter, and if the appropriate filing fees have been paid, 21.17 the secretary of state shall file the record and: 21.18 (1) for a statement of dissociation, send: 21.19 (A) a copy of the filed statement to the person which the 21.20 statement indicates has dissociated as a general partner; and 21.21 (B) a copy of the filed statement to the limited 21.22 partnership; 21.23 (2) for a statement of withdrawal, send: 21.24 (A) a copy of the filed statement to the person on whose 21.25 behalf the record was filed; and 21.26 (B) if the statement refers to an existing limited 21.27 partnership, a copy of the filed statement to the limited 21.28 partnership; and 21.29 (3) for all other records, send a copy of the filed record 21.30 to the person on whose behalf the record was filed. 21.31 (b) Upon request and payment of a fee, the secretary of 21.32 state shall send to the requester a certified copy of the 21.33 requested record. 21.34 (c) Except as otherwise provided in sections 321.116 and 21.35 321.207, a record delivered to the secretary of state for filing 21.36 under this chapter may specify an effective time and a delayed 22.1 effective date. Except as otherwise provided in this chapter, a 22.2 record filed by the secretary of state is effective: 22.3 (1) if the record does not specify an effective time and 22.4 does not specify a delayed effective date, on the date and at 22.5 the time the record is filed as evidenced by the secretary of 22.6 state's endorsement of the date and time on the record; 22.7 (2) if the record specifies an effective time but not a 22.8 delayed effective date, on the date the record is filed at the 22.9 time specified in the record; 22.10 (3) if the record specifies a delayed effective date but 22.11 not an effective time, at 12:01 a.m. on the earlier of: 22.12 (A) the specified date; or 22.13 (B) the 30th day after the record is filed; or 22.14 (4) if the record specifies an effective time and a delayed 22.15 effective date, at the specified time on the earlier of: 22.16 (A) the specified date; or 22.17 (B) the 30th day after the record is filed. 22.18 (d) The appropriate fees for filings under this chapter are: 22.19 (1) for filing a certificate of limited partnership, $...; 22.20 (2) for filing the annual registration, $...; 22.21 (3) for filing any other record, other than an annual 22.22 registration prior to administrative dissolution, required or 22.23 permitted to be delivered for filing, $...; 22.24 (4) for filing a certificate requesting authority to 22.25 transact business in Minnesota as a foreign limited partnership, 22.26 $...; 22.27 (5) for filing an application of reinstatement, $...; and 22.28 (6) for filing any other record, other than an annual 22.29 registration prior to revocation of authority to transact 22.30 business in Minnesota, required or permitted to be delivered for 22.31 filing on a foreign limited partnership authorized to transact 22.32 business in Minnesota, $.... 22.33 Sec. 25. [321.207] [CORRECTING FILED RECORD.] 22.34 A limited partnership or foreign limited partnership may 22.35 deliver to the secretary of state for filing articles of 22.36 correction pursuant to section 5.16, except that for the 23.1 purposes of section 321.103(c) and (d) the articles are 23.2 effective only as of the date they are filed. 23.3 Sec. 26. [321.208] [LIABILITY FOR FALSE INFORMATION IN 23.4 FILED RECORD.] 23.5 (a) If a record delivered to the secretary of state for 23.6 filing under this chapter and filed by the secretary of state 23.7 contains false information, a person that suffers loss by 23.8 reliance on the information may recover damages for the loss 23.9 from: 23.10 (1) a person that signed the record, or caused another to 23.11 sign it on the person's behalf, and knew the information to be 23.12 false at the time the record was signed; and 23.13 (2) a general partner that has notice that the information 23.14 was false when the record was filed or has become false because 23.15 of changed circumstances, if the general partner has notice for 23.16 a reasonably sufficient time before the information is relied 23.17 upon to enable the general partner to effect an amendment under 23.18 section 321.202, file a petition pursuant to section 321.205, or 23.19 deliver to the secretary of state for filing a statement of 23.20 change pursuant to section 321.115 or a statement of correction 23.21 pursuant to section 321.207. 23.22 (b) A person signing a record pursuant to this chapter is 23.23 subject to section 5.15. 23.24 Sec. 27. [321.210] [ANNUAL REPORT FOR SECRETARY OF STATE.] 23.25 (a) Subject to subsection (b): 23.26 (1) in each calendar year following the calendar year in 23.27 which a limited partnership becomes subject to this chapter, the 23.28 limited partnership must deliver to the secretary of state for 23.29 filing an annual registration containing the information 23.30 required by subsection (d); and 23.31 (2) in each calendar year following the calendar year in 23.32 which there is first on file with the secretary of state a 23.33 certificate of authority under section 321.904 pertaining to a 23.34 foreign limited partnership, the foreign limited partnership 23.35 must deliver to the secretary of state for filing an annual 23.36 registration containing the information required by subsection 24.1 (d). 24.2 (b) A limited partnership's obligation under subsection (a) 24.3 ends if the limited partnership delivers to the secretary of 24.4 state for filing a statement of termination under section 24.5 321.203 and the statement becomes effective under section 24.6 321.206. A foreign limited partnership's obligation under 24.7 subsection (a) ends if the secretary of state issues and files a 24.8 certificate of revocation under section 321.906 or if the 24.9 foreign limited partnership delivers to the secretary of state 24.10 for filing a notice of cancellation under section 321.907(a) and 24.11 that notice takes effect under section 321.206. If a foreign 24.12 limited partnership's obligations under subsection (a) end and 24.13 later the secretary of state files, pursuant to section 321.904, 24.14 a new certificate of authority pertaining to that foreign 24.15 limited partnership, subsection (a)(2), again applies to the 24.16 foreign limited partnership and, for the purposes of subsection 24.17 (a)(2), the calendar year of the new filing is treated as the 24.18 calendar year in which a certificate of authority is first on 24.19 file with the secretary of state. 24.20 (c) The annual registration must contain: 24.21 (1) the name of the limited partnership or foreign limited 24.22 partnership; 24.23 (2) the address of its designated office and the name and 24.24 street and mailing address of its agent for service of process 24.25 in Minnesota; 24.26 (3) in the case of a limited partnership, the street and 24.27 mailing address of its principal office; and 24.28 (4) in the case of a foreign limited partnership, the name 24.29 of the state or other jurisdiction under whose law the foreign 24.30 limited partnership is formed and any alternate name adopted 24.31 under section 321.905(a). 24.32 (d) The secretary of state shall: 24.33 (1) administratively dissolve under section 321.809 a 24.34 limited partnership that has failed to file a registration 24.35 pursuant to subsection (a); and 24.36 (2) revoke under section 321.906 the certificate of 25.1 authority of a foreign limited partnership that has failed to 25.2 file a registration pursuant to subsection (a). 25.3 ARTICLE 3 25.4 LIMITED PARTNERS 25.5 Sec. 28. [321.301] [BECOMING LIMITED PARTNER.] 25.6 A person becomes a limited partner: 25.7 (1) as provided in the partnership agreement; 25.8 (2) as the result of a conversion or merger under article 25.9 11; or 25.10 (3) with the consent of all the partners. 25.11 Sec. 29. [321.302] [NO RIGHT OR POWER AS LIMITED PARTNER 25.12 TO BIND LIMITED PARTNERSHIP.] 25.13 A limited partner does not have the right or the power as a 25.14 limited partner to act for or bind the limited partnership. 25.15 Sec. 30. [321.303] [NO LIABILITY AS LIMITED PARTNER FOR 25.16 LIMITED PARTNERSHIP OBLIGATIONS.] 25.17 An obligation of a limited partnership, whether arising in 25.18 contract, tort, or otherwise, is not the obligation of a limited 25.19 partner. A limited partner is not personally liable, directly 25.20 or indirectly, by way of contribution or otherwise, for an 25.21 obligation of the limited partnership solely by reason of being 25.22 a limited partner, even if the limited partner participates in 25.23 the management and control of the limited partnership. 25.24 Sec. 31. [321.304] [RIGHT OF LIMITED PARTNER AND FORMER 25.25 LIMITED PARTNER TO INFORMATION.] 25.26 (a) On ten days' demand, made in a record received by the 25.27 limited partnership, a limited partner may inspect and copy 25.28 required information during regular business hours in the 25.29 limited partnership's designated office. The limited partner 25.30 need not have any particular purpose for seeking the information. 25.31 (b) During regular business hours and at a reasonable 25.32 location specified by the limited partnership, a limited partner 25.33 may obtain from the limited partnership and inspect and copy 25.34 true and full information regarding the state of the activities 25.35 and financial condition of the limited partnership and other 25.36 information regarding the activities of the limited partnership 26.1 as is just and reasonable if: 26.2 (1) the limited partner seeks the information for a purpose 26.3 reasonably related to the partner's interest as a limited 26.4 partner; 26.5 (2) the limited partner makes a demand in a record received 26.6 by the limited partnership, describing with reasonable 26.7 particularity the information sought and the purpose for seeking 26.8 the information; and 26.9 (3) the information sought is directly connected to the 26.10 limited partner's purpose. 26.11 (c) Within ten days after receiving a demand pursuant to 26.12 subsection (b), the limited partnership in a record shall inform 26.13 the limited partner that made the demand: 26.14 (1) what information the limited partnership will provide 26.15 in response to the demand; 26.16 (2) when and where the limited partnership will provide the 26.17 information; and 26.18 (3) if the limited partnership declines to provide any 26.19 demanded information, the limited partnership's reasons for 26.20 declining. 26.21 (d) Subject to subsection (f), a person dissociated as a 26.22 limited partner may inspect and copy required information during 26.23 regular business hours in the limited partnership's designated 26.24 office if: 26.25 (1) the information pertains to the period during which the 26.26 person was a limited partner; 26.27 (2) the person seeks the information in good faith; and 26.28 (3) the person meets the requirements of subsection (b). 26.29 (e) The limited partnership shall respond to a demand made 26.30 pursuant to subsection (d) in the same manner as provided in 26.31 subsection (c). 26.32 (f) If a limited partner dies, section 321.704 applies. 26.33 (g) The limited partnership may impose reasonable 26.34 restrictions on the use of information obtained under this 26.35 section. In a dispute concerning the reasonableness of a 26.36 restriction under this subsection, the limited partnership has 27.1 the burden of proving reasonableness. 27.2 (h) A limited partnership may charge a person that makes a 27.3 demand under this section reasonable costs of copying, limited 27.4 to the costs of labor and material. 27.5 (i) Whenever this chapter or a partnership agreement 27.6 provides for a limited partner to give or withhold consent to a 27.7 matter, before the consent is given or withheld, the limited 27.8 partnership shall, without demand, provide the limited partner 27.9 with all information material to the limited partner's decision 27.10 that the limited partnership knows. 27.11 (j) A limited partner or person dissociated as a limited 27.12 partner may exercise the rights under this section through an 27.13 attorney or other agent. Any restriction imposed under 27.14 subsection (g) or by the partnership agreement applies both to 27.15 the attorney or other agent and to the limited partner or person 27.16 dissociated as a limited partner. 27.17 (k) The rights stated in this section do not extend to a 27.18 person as transferee, but may be exercised by the legal 27.19 representative of an individual under legal disability who is a 27.20 limited partner or person dissociated as a limited partner. 27.21 Sec. 32. [321.305] [LIMITED DUTIES OF LIMITED PARTNERS.] 27.22 (a) A limited partner does not have any fiduciary duty to 27.23 the limited partnership or to any other partner solely by reason 27.24 of being a limited partner. 27.25 (b) A limited partner shall discharge the duties to the 27.26 partnership and the other partners under this chapter or under 27.27 the partnership agreement and exercise any rights consistently 27.28 with the obligation of good faith and fair dealing. 27.29 (c) A limited partner does not violate a duty or obligation 27.30 under this chapter or under the partnership agreement merely 27.31 because the limited partner's conduct furthers the limited 27.32 partner's own interest. 27.33 Sec. 33. [321.306] [PERSON ERRONEOUSLY BELIEVING SELF TO 27.34 BE LIMITED PARTNER.] 27.35 (a) Except as otherwise provided in subsection (b), a 27.36 person that makes an investment in a business enterprise and 28.1 erroneously but in good faith believes that the person has 28.2 become a limited partner in the enterprise is not liable for the 28.3 enterprise's obligations by reason of making the investment, 28.4 receiving distributions from the enterprise, or exercising any 28.5 rights of or appropriate to a limited partner, if, on 28.6 ascertaining the mistake, the person: 28.7 (1) causes an appropriate certificate of limited 28.8 partnership, amendment, or statement of correction to be signed 28.9 and delivered to the secretary of state for filing; or 28.10 (2) withdraws from future participation as an owner in the 28.11 enterprise by signing and delivering to the secretary of state 28.12 for filing a statement of withdrawal under this section. 28.13 (b) A person that makes an investment described in 28.14 subsection (a) is liable to the same extent as a general partner 28.15 to any third party that enters into a transaction with the 28.16 enterprise, believing in good faith that the person is a general 28.17 partner, before the secretary of state files a statement of 28.18 withdrawal, certificate of limited partnership, amendment, or 28.19 statement of correction to show that the person is not a general 28.20 partner. 28.21 (c) If a person makes a diligent effort in good faith to 28.22 comply with subsection (a)(1) and is unable to cause the 28.23 appropriate certificate of limited partnership, amendment, or 28.24 statement of correction to be signed and delivered to the 28.25 secretary of state for filing, the person has the right to 28.26 withdraw from the enterprise pursuant to subsection (a)(2) even 28.27 if the withdrawal would otherwise breach an agreement with 28.28 others that are or have agreed to become co-owners of the 28.29 enterprise. 28.30 ARTICLE 4 28.31 GENERAL PARTNERS 28.32 Sec. 34. [321.401] [BECOMING GENERAL PARTNER.] 28.33 A person becomes a general partner: 28.34 (1) as provided in the partnership agreement; 28.35 (2) under section 321.801(3)(B) following the dissociation 28.36 of a limited partnership's last general partner; 29.1 (3) as the result of a conversion or merger under article 29.2 11; or 29.3 (4) with the consent of all the partners. 29.4 Sec. 35. [321.402] [GENERAL PARTNER AGENT OF LIMITED 29.5 PARTNERSHIP.] 29.6 (a) Each general partner is an agent of the limited 29.7 partnership for the purposes of its activities. An act of a 29.8 general partner, including the signing of a record in the 29.9 partnership's name, for apparently carrying on in the ordinary 29.10 course the limited partnership's activities or activities of the 29.11 kind carried on by the limited partnership binds the limited 29.12 partnership, unless the general partner did not have authority 29.13 to act for the limited partnership in the particular matter and 29.14 the person with which the general partner was dealing knew, had 29.15 received a notification, or had notice under section 321.103(d) 29.16 that the general partner lacked authority. 29.17 (b) An act of a general partner which is not apparently for 29.18 carrying on in the ordinary course the limited partnership's 29.19 activities or activities of the kind carried on by the limited 29.20 partnership binds the limited partnership only if the act was 29.21 actually authorized by all the other partners. 29.22 Sec. 36. [321.403] [LIMITED PARTNERSHIP LIABLE FOR GENERAL 29.23 PARTNER'S ACTIONABLE CONDUCT.] 29.24 (a) A limited partnership is liable for loss or injury 29.25 caused to a person, or for a penalty incurred, as a result of a 29.26 wrongful act or omission, or other actionable conduct, of a 29.27 general partner acting in the ordinary course of activities of 29.28 the limited partnership or with authority of the limited 29.29 partnership. 29.30 (b) If, in the course of the limited partnership's 29.31 activities or while acting with authority of the limited 29.32 partnership, a general partner receives or causes the limited 29.33 partnership to receive money or property of a person not a 29.34 partner, and the money or property is misapplied by a general 29.35 partner, the limited partnership is liable for the loss. 29.36 Sec. 37. [321.404] [GENERAL PARTNER'S LIABILITY.] 30.1 (a) Except as otherwise provided in subsections (b) and 30.2 (c), all general partners are liable jointly and severally for 30.3 all obligations of the limited partnership unless otherwise 30.4 agreed by the claimant or provided by law. 30.5 (b) A person that becomes a general partner of an existing 30.6 limited partnership is not personally liable for an obligation 30.7 of a limited partnership incurred before the person became a 30.8 general partner. 30.9 (c) An obligation of a limited partnership incurred while 30.10 the limited partnership is a limited liability limited 30.11 partnership, whether arising in contract, tort, or otherwise, is 30.12 solely the obligation of the limited partnership. A general 30.13 partner is not personally liable, directly or indirectly, by way 30.14 of contribution or otherwise, for such an obligation solely by 30.15 reason of being or acting as a general partner. This subsection 30.16 applies despite anything inconsistent in the partnership 30.17 agreement that existed immediately before the consent required 30.18 to become a limited liability limited partnership under section 30.19 321.406(b)(2). 30.20 Sec. 38. [321.405] [ACTIONS BY AND AGAINST PARTNERSHIP AND 30.21 PARTNERS.] 30.22 (a) To the extent not inconsistent with section 321.404, a 30.23 general partner may be joined in an action against the limited 30.24 partnership or named in a separate action. 30.25 (b) A judgment against a limited partnership is not by 30.26 itself a judgment against a general partner. A judgment against 30.27 a limited partnership may not be satisfied from a general 30.28 partner's assets unless there is also a judgment against the 30.29 general partner. 30.30 (c) A judgment creditor of a general partner may not levy 30.31 execution against the assets of the general partner to satisfy a 30.32 judgment based on a claim against the limited partnership, 30.33 unless the partner is personally liable for the claim under 30.34 section 321.404 and: 30.35 (1) a judgment based on the same claim has been obtained 30.36 against the limited partnership and a writ of execution on the 31.1 judgment has been returned unsatisfied in whole or in part; 31.2 (2) the limited partnership is a debtor in bankruptcy; 31.3 (3) the general partner has agreed that the creditor need 31.4 not exhaust limited partnership assets; 31.5 (4) a court grants permission to the judgment creditor to 31.6 levy execution against the assets of a general partner based on 31.7 a finding that limited partnership assets subject to execution 31.8 are clearly insufficient to satisfy the judgment, that 31.9 exhaustion of limited partnership assets is excessively 31.10 burdensome, or that the grant of permission is an appropriate 31.11 exercise of the court's equitable powers; or 31.12 (5) liability is imposed on the general partner by law or 31.13 contract independent of the existence of the limited partnership. 31.14 Sec. 39. [321.406] [MANAGEMENT RIGHTS OF GENERAL PARTNER.] 31.15 (a) Each general partner has equal rights in the management 31.16 and conduct of the limited partnership's activities. Except as 31.17 expressly provided in this chapter, any matter relating to the 31.18 activities of the limited partnership may be exclusively decided 31.19 by the general partner or, if there is more than one general 31.20 partner, by a majority of the general partners. 31.21 (b) The consent of each partner is necessary to: 31.22 (1) amend the partnership agreement; 31.23 (2) amend the certificate of limited partnership to add or, 31.24 subject to section 321.1110, delete a statement that the limited 31.25 partnership is a limited liability limited partnership; and 31.26 (3) sell, lease, exchange, or otherwise dispose of all, or 31.27 substantially all, of the limited partnership's property, with 31.28 or without the good will, other than in the usual and regular 31.29 course of the limited partnership's activities. 31.30 (c) A limited partnership shall reimburse a general partner 31.31 for payments made and indemnify a general partner for 31.32 liabilities incurred by the general partner in the ordinary 31.33 course of the activities of the partnership or for the 31.34 preservation of its activities or property. 31.35 (d) A limited partnership shall reimburse a general partner 31.36 for an advance to the limited partnership beyond the amount of 32.1 capital the general partner agreed to contribute. 32.2 (e) A payment or advance made by a general partner which 32.3 gives rise to an obligation of the limited partnership under 32.4 subsection (c) or (d) constitutes a loan to the limited 32.5 partnership which accrues interest from the date of the payment 32.6 or advance. 32.7 (f) A general partner is not entitled to remuneration for 32.8 services performed for the partnership. 32.9 Sec. 40. [321.407] [RIGHT OF GENERAL PARTNER AND FORMER 32.10 GENERAL PARTNER TO INFORMATION.] 32.11 (a) A general partner, without having any particular 32.12 purpose for seeking the information, may inspect and copy during 32.13 regular business hours: 32.14 (1) in the limited partnership's designated office, 32.15 required information; and 32.16 (2) at a reasonable location specified by the limited 32.17 partnership, any other records maintained by the limited 32.18 partnership regarding the limited partnership's activities and 32.19 financial condition. 32.20 (b) Each general partner and the limited partnership shall 32.21 furnish to a general partner: 32.22 (1) without demand, any information concerning the limited 32.23 partnership's activities and financial condition reasonably 32.24 required for the proper exercise of the general partner's rights 32.25 and duties under the partnership agreement or this chapter; and 32.26 (2) on demand, any other information concerning the limited 32.27 partnership's activities, except to the extent the demand or the 32.28 information demanded is unreasonable or otherwise improper under 32.29 the circumstances. 32.30 (c) Subject to subsection (e), on ten days' demand made in 32.31 a record received by the limited partnership, a person 32.32 dissociated as a general partner may have access to the 32.33 information and records described in subsection (a) at the 32.34 location specified in subsection (a) if: 32.35 (1) the information or record pertains to the period during 32.36 which the person was a general partner; 33.1 (2) the person seeks the information or record in good 33.2 faith; and 33.3 (3) the person satisfies the requirements imposed on a 33.4 limited partner by section 321.304(b). 33.5 (d) The limited partnership shall respond to a demand made 33.6 pursuant to subsection (c) in the same manner as provided in 33.7 section 321.304(c). 33.8 (e) If a general partner dies, section 321.704 applies. 33.9 (f) The limited partnership may impose reasonable 33.10 restrictions on the use of information under this section. In 33.11 any dispute concerning the reasonableness of a restriction under 33.12 this subsection, the limited partnership has the burden of 33.13 proving reasonableness. 33.14 (g) A limited partnership may charge a person dissociated 33.15 as a general partner that makes a demand under this section 33.16 reasonable costs of copying, limited to the costs of labor and 33.17 material. 33.18 (h) A general partner or person dissociated as a general 33.19 partner may exercise the rights under this section through an 33.20 attorney or other agent. Any restriction imposed under 33.21 subsection (f) or by the partnership agreement applies both to 33.22 the attorney or other agent and to the general partner or person 33.23 dissociated as a general partner. 33.24 (i) The rights under this section do not extend to a person 33.25 as transferee, but the rights under subsection (c) of a person 33.26 dissociated as a general may be exercised by the legal 33.27 representative of an individual who dissociated as a general 33.28 partner under section 321.603(7)(B) or (C). 33.29 Sec. 41. [321.408] [GENERAL STANDARDS OF GENERAL PARTNER'S 33.30 CONDUCT.] 33.31 (a) The only fiduciary duties that a general partner has to 33.32 the limited partnership and the other partners are the duties of 33.33 loyalty and care under subsections (b) and (c). 33.34 (b) A general partner's duty of loyalty to the limited 33.35 partnership and the other partners is limited to the following: 33.36 (1) to account to the limited partnership and hold as 34.1 trustee for it any property, profit, or benefit derived by the 34.2 general partner in the conduct and winding up of the limited 34.3 partnership's activities or derived from a use by the general 34.4 partner of limited partnership property, including the 34.5 appropriation of a limited partnership opportunity; 34.6 (2) to refrain from dealing with the limited partnership in 34.7 the conduct or winding up of the limited partnership's 34.8 activities as or on behalf of a party having an interest adverse 34.9 to the limited partnership; and 34.10 (3) to refrain from competing with the limited partnership 34.11 in the conduct or winding up of the limited partnership's 34.12 activities. 34.13 (c) A general partner's duty of care to the limited 34.14 partnership and the other partners in the conduct and winding up 34.15 of the limited partnership's activities is limited to refraining 34.16 from engaging in grossly negligent or reckless conduct, 34.17 intentional misconduct, or a knowing violation of law. 34.18 (d) A general partner shall discharge the duties to the 34.19 partnership and the other partners under this chapter or under 34.20 the partnership agreement and exercise any rights consistently 34.21 with the obligation of good faith and fair dealing. 34.22 (e) A general partner does not violate a duty or obligation 34.23 under this chapter or under the partnership agreement merely 34.24 because the general partner's conduct furthers the general 34.25 partner's own interest. 34.26 ARTICLE 5 34.27 CONTRIBUTIONS AND DISTRIBUTIONS 34.28 Sec. 42. [321.501] [FORM OF CONTRIBUTION.] 34.29 A contribution of a partner may consist of tangible or 34.30 intangible property or other benefit to the limited partnership, 34.31 including money, services performed, promissory notes, other 34.32 agreements to contribute cash or property, and contracts for 34.33 services to be performed. 34.34 Sec. 43. [321.502] [LIABILITY FOR CONTRIBUTION.] 34.35 (a) A partner's obligation to contribute money or other 34.36 property or other benefit to, or to perform services for, a 35.1 limited partnership is not excused by the partner's death, 35.2 disability, or other inability to perform personally. 35.3 (b) If a partner does not make a promised nonmonetary 35.4 contribution, the partner is obligated at the option of the 35.5 limited partnership to contribute money equal to that portion of 35.6 the value, as stated in the required information, of the stated 35.7 contribution which has not been made. 35.8 (c) The obligation of a partner to make a contribution or 35.9 return money or other property paid or distributed in violation 35.10 of this chapter may be compromised only by consent of all 35.11 partners. A creditor of a limited partnership which extends 35.12 credit or otherwise acts in reliance on an obligation described 35.13 in subsection (a), without notice of any compromise under this 35.14 subsection, may enforce the original obligation. 35.15 Sec. 44. [321.503] [SHARING OF DISTRIBUTIONS.] 35.16 A distribution by a limited partnership must be shared 35.17 among the partners on the basis of the value, as stated in the 35.18 required information when the limited partnership decides to 35.19 make the distribution, of the contributions the limited 35.20 partnership has received from each partner. 35.21 Sec. 45. [321.504] [INTERIM DISTRIBUTIONS.] 35.22 A partner does not have a right to any distribution before 35.23 the dissolution and winding up of the limited partnership unless 35.24 the limited partnership decides to make an interim distribution. 35.25 Sec. 46. [321.505] [NO DISTRIBUTION ON ACCOUNT OF 35.26 DISSOCIATION.] 35.27 A person does not have a right to receive a distribution on 35.28 account of dissociation. 35.29 Sec. 47. [321.506] [DISTRIBUTION IN KIND.] 35.30 A partner does not have a right to demand or receive any 35.31 distribution from a limited partnership in any form other than 35.32 cash. Subject to section 321.812(b), a limited partnership may 35.33 distribute an asset in kind to the extent each partner receives 35.34 a percentage of the asset equal to the partner's share of 35.35 distributions. 35.36 Sec. 48. [321.507] [RIGHT TO DISTRIBUTION.] 36.1 When a partner or transferee becomes entitled to receive a 36.2 distribution, the partner or transferee has the status of, and 36.3 is entitled to all remedies available to, a creditor of the 36.4 limited partnership with respect to the distribution. However, 36.5 the limited partnership's obligation to make a distribution is 36.6 subject to offset for any amount owed to the limited partnership 36.7 by the partner or dissociated partner on whose account the 36.8 distribution is made. 36.9 Sec. 49. [321.508] [LIMITATIONS ON DISTRIBUTION.] 36.10 (a) A limited partnership may not make a distribution in 36.11 violation of the partnership agreement. 36.12 (b) A limited partnership may not make a distribution if 36.13 after the distribution: 36.14 (1) the limited partnership would not be able to pay its 36.15 debts as they become due in the ordinary course of the limited 36.16 partnership's activities; or 36.17 (2) the limited partnership's total assets would be less 36.18 than the sum of its total liabilities plus the amount that would 36.19 be needed, if the limited partnership were to be dissolved, 36.20 wound up, and terminated at the time of the distribution, to 36.21 satisfy the preferential rights upon dissolution, winding up, 36.22 and termination of partners whose preferential rights are 36.23 superior to those of persons receiving the distribution. 36.24 (c) A limited partnership may base a determination that a 36.25 distribution is not prohibited under subsection (b) on financial 36.26 statements prepared on the basis of accounting practices and 36.27 principles that are reasonable in the circumstances or on a fair 36.28 valuation or other method that is reasonable in the 36.29 circumstances. 36.30 (d) Except as otherwise provided in subsection (g), the 36.31 effect of a distribution under subsection (b) is measured: 36.32 (1) in the case of distribution by purchase, redemption, or 36.33 other acquisition of a transferable interest in the limited 36.34 partnership, as of the date money or other property is 36.35 transferred or debt incurred by the limited partnership; and 36.36 (2) in all other cases, as of the date: 37.1 (A) the distribution is authorized, if the payment occurs 37.2 within 120 days after that date; or 37.3 (B) the payment is made, if payment occurs more than 120 37.4 days after the distribution is authorized. 37.5 (e) A limited partnership's indebtedness to a partner 37.6 incurred by reason of a distribution made in accordance with 37.7 this section is at parity with the limited partnership's 37.8 indebtedness to its general, unsecured creditors. 37.9 (f) A limited partnership's indebtedness, including 37.10 indebtedness issued in connection with or as part of a 37.11 distribution, is not considered a liability for purposes of 37.12 subsection (b) if the terms of the indebtedness provide that 37.13 payment of principal and interest are made only to the extent 37.14 that a distribution could then be made to partners under this 37.15 section. 37.16 (g) If indebtedness is issued as a distribution, each 37.17 payment of principal or interest on the indebtedness is treated 37.18 as a distribution, the effect of which is measured on the date 37.19 the payment is made. 37.20 Sec. 50. [321.509] [LIABILITY FOR IMPROPER DISTRIBUTIONS.] 37.21 (a) A general partner that consents to a distribution made 37.22 in violation of section 321.508 is personally liable to the 37.23 limited partnership for the amount of the distribution which 37.24 exceeds the amount that could have been distributed without the 37.25 violation if it is established that in consenting to the 37.26 distribution the general partner failed to comply with section 37.27 321.408. 37.28 (b) A partner or transferee that received a distribution 37.29 knowing that the distribution to that partner or transferee was 37.30 made in violation of section 321.508 is personally liable to the 37.31 limited partnership but only to the extent that the distribution 37.32 received by the partner or transferee exceeded the amount that 37.33 could have been properly paid under section 321.508. 37.34 (c) A general partner against which an action is commenced 37.35 under subsection (a) may: 37.36 (1) implead in the action any other person that is liable 38.1 under subsection (a) and compel contribution from the person; 38.2 and 38.3 (2) implead in the action any person that received a 38.4 distribution in violation of subsection (b) and compel 38.5 contribution from the person in the amount the person received 38.6 in violation of subsection (b). 38.7 (d) An action under this section is barred if it is not 38.8 commenced within two years after the distribution. 38.9 ARTICLE 6 38.10 DISSOCIATION 38.11 Sec. 51. [321.601] [DISSOCIATION AS LIMITED PARTNER.] 38.12 (a) A person does not have a right to dissociate as a 38.13 limited partner before the termination of the limited 38.14 partnership. 38.15 (b) A person is dissociated from a limited partnership as a 38.16 limited partner upon the occurrence of any of the following 38.17 events: 38.18 (1) the limited partnership's having notice of the person's 38.19 express will to withdraw as a limited partner or on a later date 38.20 specified by the person; 38.21 (2) an event agreed to in the partnership agreement as 38.22 causing the person's dissociation as a limited partner; 38.23 (3) the person's expulsion as a limited partner pursuant to 38.24 the partnership agreement; 38.25 (4) the person's expulsion as a limited partner by the 38.26 unanimous consent of the other partners if: 38.27 (A) it is unlawful to carry on the limited partnership's 38.28 activities with the person as a limited partner; 38.29 (B) there has been a transfer of all of the person's 38.30 transferable interest in the limited partnership, other than a 38.31 transfer for security purposes, or a court order charging the 38.32 person's interest, which has not been foreclosed; 38.33 (C) the person is a corporation and, within 90 days after 38.34 the limited partnership notifies the person that it will be 38.35 expelled as a limited partner because it has filed a certificate 38.36 of dissolution or the equivalent, its charter has been revoked, 39.1 or its right to conduct business has been suspended by the 39.2 jurisdiction of its incorporation, there is no revocation of the 39.3 certificate of dissolution or no reinstatement of its charter or 39.4 its right to conduct business; or 39.5 (D) the person is a limited liability company or 39.6 partnership that has been dissolved and whose business is being 39.7 wound up; 39.8 (5) on application by the limited partnership, the person's 39.9 expulsion as a limited partner by judicial order because: 39.10 (A) the person engaged in wrongful conduct that adversely 39.11 and materially affected the limited partnership's activities; 39.12 (B) the person willfully or persistently committed a 39.13 material breach of the partnership agreement or of the 39.14 obligation of good faith and fair dealing under section 39.15 321.305(b); or 39.16 (C) the person engaged in conduct relating to the limited 39.17 partnership's activities which makes it not reasonably 39.18 practicable to carry on the activities with the person as 39.19 limited partner; 39.20 (6) in the case of a person who is an individual, the 39.21 person's death; 39.22 (7) in the case of a person that is a trust or is acting as 39.23 a limited partner by virtue of being a trustee of a trust, 39.24 distribution of the trust's entire transferable interest in the 39.25 limited partnership, but not merely by reason of the 39.26 substitution of a successor trustee; 39.27 (8) in the case of a person that is an estate or is acting 39.28 as a limited partner by virtue of being a personal 39.29 representative of an estate, distribution of the estate's entire 39.30 transferable interest in the limited partnership, but not merely 39.31 by reason of the substitution of a successor personal 39.32 representative; 39.33 (9) termination of a limited partner that is not an 39.34 individual, partnership, limited liability company, corporation, 39.35 trust, or estate; 39.36 (10) the limited partnership's participation in a 40.1 conversion or merger under article 11, if the limited 40.2 partnership: 40.3 (A) is not the converted or surviving entity; or 40.4 (B) is the converted or surviving entity but, as a result 40.5 of the conversion or merger, the person ceases to be a limited 40.6 partner. 40.7 Sec. 52. [321.602] [EFFECT OF DISSOCIATION AS LIMITED 40.8 PARTNER.] 40.9 (a) Upon a person's dissociation as a limited partner: 40.10 (1) subject to section 321.704, the person does not have 40.11 further rights as a limited partner; 40.12 (2) the person's obligation of good faith and fair dealing 40.13 as a limited partner under section 321.305(b) continues only as 40.14 to matters arising and events occurring before the dissociation; 40.15 and 40.16 (3) subject to section 321.704 and article 11, any 40.17 transferable interest owned by the person in the person's 40.18 capacity as a limited partner immediately before dissociation is 40.19 owned by the person as a mere transferee. 40.20 (b) A person's dissociation as a limited partner does not 40.21 of itself discharge the person from any obligation to the 40.22 limited partnership or the other partners which the person 40.23 incurred while a limited partner. 40.24 Sec. 53. [321.603] [DISSOCIATION AS GENERAL PARTNER.] 40.25 A person is dissociated from a limited partnership as a 40.26 general partner upon the occurrence of any of the following 40.27 events: 40.28 (1) the limited partnership's having notice of the person's 40.29 express will to withdraw as a general partner or on a later date 40.30 specified by the person; 40.31 (2) an event agreed to in the partnership agreement as 40.32 causing the person's dissociation as a general partner; 40.33 (3) the person's expulsion as a general partner pursuant to 40.34 the partnership agreement; 40.35 (4) the person's expulsion as a general partner by the 40.36 unanimous consent of the other partners if: 41.1 (A) it is unlawful to carry on the limited partnership's 41.2 activities with the person as a general partner; 41.3 (B) there has been a transfer of all or substantially all 41.4 of the person's transferable interest in the limited 41.5 partnership, other than a transfer for security purposes, or a 41.6 court order charging the person's interest, which has not been 41.7 foreclosed; 41.8 (C) the person is a corporation and, within 90 days after 41.9 the limited partnership notifies the person that it will be 41.10 expelled as a general partner because it has filed a certificate 41.11 of dissolution or the equivalent, its charter has been revoked, 41.12 or its right to conduct business has been suspended by the 41.13 jurisdiction of its incorporation, there is no revocation of the 41.14 certificate of dissolution or no reinstatement of its charter or 41.15 its right to conduct business; or 41.16 (D) the person is a limited liability company or 41.17 partnership that has been dissolved and whose business is being 41.18 wound up; 41.19 (5) on application by the limited partnership, the person's 41.20 expulsion as a general partner by judicial determination because: 41.21 (A) the person engaged in wrongful conduct that adversely 41.22 and materially affected the limited partnership activities; 41.23 (B) the person willfully or persistently committed a 41.24 material breach of the partnership agreement or of a duty owed 41.25 to the partnership or the other partners under section 321.408; 41.26 or 41.27 (C) the person engaged in conduct relating to the limited 41.28 partnership's activities which makes it not reasonably 41.29 practicable to carry on the activities of the limited 41.30 partnership with the person as a general partner; 41.31 (6) the person's: 41.32 (A) becoming a debtor in bankruptcy; 41.33 (B) execution of an assignment for the benefit of 41.34 creditors; 41.35 (C) seeking, consenting to, or acquiescing in the 41.36 appointment of a trustee, receiver, or liquidator of the person 42.1 or of all or substantially all of the person's property; or 42.2 (D) failure, within 90 days after the appointment, to have 42.3 vacated or stayed the appointment of a trustee, receiver, or 42.4 liquidator of the general partner or of all or substantially all 42.5 of the person's property obtained without the person's consent 42.6 or acquiescence, or failing within 90 days after the expiration 42.7 of a stay to have the appointment vacated; 42.8 (7) in the case of a person who is an individual: 42.9 (A) the person's death; 42.10 (B) the appointment of a guardian or general conservator 42.11 for the person; or 42.12 (C) a judicial determination that the person has otherwise 42.13 become incapable of performing the person's duties as a general 42.14 partner under the partnership agreement; 42.15 (8) in the case of a person that is a trust or is acting as 42.16 a general partner by virtue of being a trustee of a trust, 42.17 distribution of the trust's entire transferable interest in the 42.18 limited partnership, but not merely by reason of the 42.19 substitution of a successor trustee; 42.20 (9) in the case of a person that is an estate or is acting 42.21 as a general partner by virtue of being a personal 42.22 representative of an estate, distribution of the estate's entire 42.23 transferable interest in the limited partnership, but not merely 42.24 by reason of the substitution of a successor personal 42.25 representative; 42.26 (10) termination of a general partner that is not an 42.27 individual, partnership, limited liability company, corporation, 42.28 trust, or estate; or 42.29 (11) the limited partnership's participation in a 42.30 conversion or merger under article 11, if the limited 42.31 partnership: 42.32 (A) is not the converted or surviving entity; or 42.33 (B) is the converted or surviving entity but, as a result 42.34 of the conversion or merger, the person ceases to be a general 42.35 partner. 42.36 Sec. 54. [321.604] [PERSON'S POWER TO DISSOCIATE AS 43.1 GENERAL PARTNER; WRONGFUL DISSOCIATION.] 43.2 (a) A person has the power to dissociate as a general 43.3 partner at any time, rightfully or wrongfully, by express will 43.4 pursuant to section 321.603(1). 43.5 (b) A person's dissociation as a general partner is 43.6 wrongful only if: 43.7 (1) it is in breach of an express provision of the 43.8 partnership agreement; or 43.9 (2) it occurs before the termination of the limited 43.10 partnership, and: 43.11 (A) the person withdraws as a general partner by express 43.12 will; 43.13 (B) the person is expelled as a general partner by judicial 43.14 determination under section 321.603(5); 43.15 (C) the person is dissociated as a general partner by 43.16 becoming a debtor in bankruptcy; or 43.17 (D) in the case of a person that is not an individual, 43.18 trust other than a business trust, or estate, the person is 43.19 expelled or otherwise dissociated as a general partner because 43.20 it willfully dissolved or terminated. 43.21 (c) A person that wrongfully dissociates as a general 43.22 partner is liable to the limited partnership and, subject to 43.23 section 321.1001, to the other partners for damages caused by 43.24 the dissociation. The liability is in addition to any other 43.25 obligation of the general partner to the limited partnership or 43.26 to the other partners. 43.27 Sec. 55. [321.605] [EFFECT OF DISSOCIATION AS GENERAL 43.28 PARTNER.] 43.29 (a) Upon a person's dissociation as a general partner: 43.30 (1) the person's right to participate as a general partner 43.31 in the management and conduct of the partnership's activities 43.32 terminates; 43.33 (2) the person's duty of loyalty as a general partner under 43.34 section 321.408(b)(3) terminates; 43.35 (3) the person's duty of loyalty as a general partner under 43.36 section 321.408(b)(1) and (2) and duty of care under section 44.1 321.408(c) continue only with regard to matters arising and 44.2 events occurring before the person's dissociation as a general 44.3 partner; 44.4 (4) the person may sign and deliver to the secretary of 44.5 state for filing a statement of dissociation pertaining to the 44.6 person and, at the request of the limited partnership, shall 44.7 sign an amendment to the certificate of limited partnership 44.8 which states that the person has dissociated; and 44.9 (5) subject to section 321.704 and article 11, any 44.10 transferable interest owned by the person immediately before 44.11 dissociation in the person's capacity as a general partner is 44.12 owned by the person as a mere transferee. 44.13 (b) A person's dissociation as a general partner does not 44.14 of itself discharge the person from any obligation to the 44.15 limited partnership or the other partners which the person 44.16 incurred while a general partner. 44.17 Sec. 56. [321.606] [POWER TO BIND AND LIABILITY TO LIMITED 44.18 PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON 44.19 DISSOCIATED AS GENERAL PARTNER.] 44.20 (a) After a person is dissociated as a general partner and 44.21 before the limited partnership is dissolved, converted under 44.22 article 11, or merged out of existence under article 11, the 44.23 limited partnership is bound by an act of the person only if: 44.24 (1) the act would have bound the limited partnership under 44.25 section 321.402 before the dissociation; and 44.26 (2) at the time the other party enters into the transaction: 44.27 (A) less than two years has passed since the dissociation; 44.28 and 44.29 (B) the other party does not have notice of the 44.30 dissociation and reasonably believes that the person is a 44.31 general partner. 44.32 (b) If a limited partnership is bound under subsection (a), 44.33 the person dissociated as a general partner which caused the 44.34 limited partnership to be bound is liable: 44.35 (1) to the limited partnership for any damage caused to the 44.36 limited partnership arising from the obligation incurred under 45.1 subsection (a); and 45.2 (2) if a general partner or another person dissociated as a 45.3 general partner is liable for the obligation, to the general 45.4 partner or other person for any damage caused to the general 45.5 partner or other person arising from the liability. 45.6 Sec. 57. [321.607] [LIABILITY TO OTHER PERSONS OF PERSON 45.7 DISSOCIATED AS GENERAL PARTNER.] 45.8 (a) A person's dissociation as a general partner does not 45.9 of itself discharge the person's liability as a general partner 45.10 for an obligation of the limited partnership incurred before 45.11 dissociation. Except as otherwise provided in subsections (b) 45.12 and (c), the person is not liable for a limited partnership's 45.13 obligation incurred after dissociation. 45.14 (b) A person whose dissociation as a general partner 45.15 resulted in a dissolution and winding up of the limited 45.16 partnership's activities is liable to the same extent as a 45.17 general partner under section 321.404 on an obligation incurred 45.18 by the limited partnership under section 321.804. 45.19 (c) A person that has dissociated as a general partner but 45.20 whose dissociation did not result in a dissolution and winding 45.21 up of the limited partnership's activities is liable on a 45.22 transaction entered into by the limited partnership after the 45.23 dissociation only if: 45.24 (1) a general partner would be liable on the transaction; 45.25 and 45.26 (2) at the time the other party enters into the transaction: 45.27 (A) less than two years has passed since the dissociation; 45.28 and 45.29 (B) the other party does not have notice of the 45.30 dissociation and reasonably believes that the person is a 45.31 general partner. 45.32 (d) By agreement with a creditor of a limited partnership 45.33 and the limited partnership, a person dissociated as a general 45.34 partner may be released from liability for an obligation of the 45.35 limited partnership. 45.36 (e) A person dissociated as a general partner is released 46.1 from liability for an obligation of the limited partnership if 46.2 the limited partnership's creditor, with notice of the person's 46.3 dissociation as a general partner but without the person's 46.4 consent, agrees to a material alteration in the nature or time 46.5 of payment of the obligation. 46.6 ARTICLE 7 46.7 TRANSFERABLE INTERESTS AND RIGHTS 46.8 OF TRANSFEREES AND CREDITORS 46.9 Sec. 58. [321.701] [PARTNER'S TRANSFERABLE INTEREST.] 46.10 The only interest of a partner which is transferable is the 46.11 partner's transferable interest. A transferable interest is 46.12 personal property. 46.13 Sec. 59. [321.702] [TRANSFER OF PARTNER'S TRANSFERABLE 46.14 INTEREST.] 46.15 (a) A transfer, in whole or in part, of a partner's 46.16 transferable interest: 46.17 (1) is permissible; 46.18 (2) does not by itself cause the partner's dissociation or 46.19 a dissolution and winding up of the limited partnership's 46.20 activities; and 46.21 (3) does not, as against the other partners or the limited 46.22 partnership, entitle the transferee to participate in the 46.23 management or conduct of the limited partnership's activities, 46.24 to require access to information concerning the limited 46.25 partnership's transactions except as otherwise provided in 46.26 subsection (c), or to inspect or copy the required information 46.27 or the limited partnership's other records. 46.28 (b) A transferee has a right to receive, in accordance with 46.29 the transfer: 46.30 (1) distributions to which the transferor would otherwise 46.31 be entitled; and 46.32 (2) upon the dissolution and winding up of the limited 46.33 partnership's activities the net amount otherwise distributable 46.34 to the transferor. 46.35 (c) In a dissolution and winding up, a transferee is 46.36 entitled to an account of the limited partnership's transactions 47.1 only from the date of dissolution. 47.2 (d) Upon transfer, the transferor retains the rights of a 47.3 partner other than the interest in distributions transferred and 47.4 retains all duties and obligations of a partner. 47.5 (e) A limited partnership need not give effect to a 47.6 transferee's rights under this section until the limited 47.7 partnership has notice of the transfer. 47.8 (f) A transfer of a partner's transferable interest in the 47.9 limited partnership in violation of a restriction on transfer 47.10 contained in the partnership agreement is ineffective as to a 47.11 person having notice of the restriction at the time of transfer. 47.12 (g) A transferee that becomes a partner with respect to a 47.13 transferable interest is liable for the transferor's obligations 47.14 under sections 321.502 and 321.509. However, the transferee is 47.15 not obligated for liabilities unknown to the transferee at the 47.16 time the transferee became a partner. 47.17 Sec. 60. [321.703] [RIGHTS OF CREDITOR OF PARTNER OR 47.18 TRANSFEREE.] 47.19 (a) On application to a court of competent jurisdiction by 47.20 any judgment creditor of a partner or transferee, the court may 47.21 charge the transferable interest of the judgment debtor with 47.22 payment of the unsatisfied amount of the judgment with 47.23 interest. To the extent so charged, the judgment creditor has 47.24 only the rights of a transferee. The court may appoint a 47.25 receiver of the share of the distributions due or to become due 47.26 to the judgment debtor in respect of the partnership and make 47.27 all other orders, directions, accounts, and inquiries the 47.28 judgment debtor might have made or which the circumstances of 47.29 the case may require to give effect to the charging order. 47.30 (b) A charging order constitutes a lien on the judgment 47.31 debtor's transferable interest. The court may order a 47.32 foreclosure upon the interest subject to the charging order at 47.33 any time. The purchaser at the foreclosure sale has the rights 47.34 of a transferee. 47.35 (c) At any time before foreclosure, an interest charged may 47.36 be redeemed: 48.1 (1) by the judgment debtor; 48.2 (2) with property other than limited partnership property, 48.3 by one or more of the other partners; or 48.4 (3) with limited partnership property, by the limited 48.5 partnership with the consent of all partners whose interests are 48.6 not so charged. 48.7 (d) This chapter does not deprive any partner or transferee 48.8 of the benefit of any exemption laws applicable to the partner's 48.9 or transferee's transferable interest. 48.10 (e) This section provides the exclusive remedy by which a 48.11 judgment creditor of a partner or transferee may satisfy a 48.12 judgment out of the judgment debtor's transferable interest. 48.13 Sec. 61. [321.704] [POWER OF ESTATE OF DECEASED PARTNER.] 48.14 If a partner dies, the deceased partner's personal 48.15 representative or other legal representative may exercise the 48.16 rights of a transferee as provided in section 321.702 and, for 48.17 the purposes of settling the estate, may exercise the rights of 48.18 a current limited partner under section 321.304. 48.19 ARTICLE 8 48.20 DISSOLUTION 48.21 Sec. 62. [321.801] [NONJUDICIAL DISSOLUTION.] 48.22 Except as otherwise provided in section 321.802, a limited 48.23 partnership is dissolved, and its activities must be wound up, 48.24 only upon the occurrence of any of the following: 48.25 (1) the happening of an event specified in the partnership 48.26 agreement; 48.27 (2) the consent of all general partners and of limited 48.28 partners owning a majority of the rights to receive 48.29 distributions as limited partners at the time the consent is to 48.30 be effective; 48.31 (3) after the dissociation of a person as a general partner: 48.32 (A) if the limited partnership has at least one remaining 48.33 general partner, the consent to dissolve the limited partnership 48.34 given within 90 days after the dissociation by partners owning a 48.35 majority of the rights to receive distributions as partners at 48.36 the time the consent is to be effective; or 49.1 (B) if the limited partnership does not have a remaining 49.2 general partner, the passage of 90 days after the dissociation, 49.3 unless before the end of the period: 49.4 (i) consent to continue the activities of the limited 49.5 partnership and admit at least one general partner is given by 49.6 limited partners owning a majority of the rights to receive 49.7 distributions as limited partners at the time the consent is to 49.8 be effective; and 49.9 (ii) at least one person is admitted as a general partner 49.10 in accordance with the consent; 49.11 (4) the passage of 90 days after the dissociation of the 49.12 limited partnership's last limited partner, unless before the 49.13 end of the period the limited partnership admits at least one 49.14 limited partner; or 49.15 (5) the signing and filing of a declaration of dissolution 49.16 by the secretary of state under section 321.809(c). 49.17 Sec. 63. [321.802] [JUDICIAL DISSOLUTION.] 49.18 On application by a partner the district court may order 49.19 dissolution of a limited partnership if it is not reasonably 49.20 practicable to carry on the activities of the limited 49.21 partnership in conformity with the partnership agreement. 49.22 Sec. 64. [321.803] [WINDING UP.] 49.23 (a) A limited partnership continues after dissolution only 49.24 for the purpose of winding up its activities. 49.25 (b) In winding up its activities, the limited partnership: 49.26 (1) may amend its certificate of limited partnership to 49.27 state that the limited partnership is dissolved, preserve the 49.28 limited partnership business or property as a going concern for 49.29 a reasonable time, prosecute and defend actions and proceedings, 49.30 whether civil, criminal, or administrative, transfer the limited 49.31 partnership's property, settle disputes by mediation or 49.32 arbitration, file a statement of termination as provided in 49.33 section 321.203, and perform other necessary acts; and 49.34 (2) shall discharge the limited partnership's liabilities, 49.35 settle and close the limited partnership's activities, and 49.36 marshal and distribute the assets of the partnership. 50.1 (c) If a dissolved limited partnership does not have a 50.2 general partner, a person to wind up the dissolved limited 50.3 partnership's activities may be appointed by the consent of 50.4 limited partners owning a majority of the rights to receive 50.5 distributions as limited partners at the time the consent is to 50.6 be effective. A person appointed under this subsection: 50.7 (1) has the powers of a general partner under section 50.8 321.804; and 50.9 (2) shall promptly amend the certificate of limited 50.10 partnership to state: 50.11 (A) that the limited partnership does not have a general 50.12 partner; 50.13 (B) the name of the person that has been appointed to wind 50.14 up the limited partnership; and 50.15 (C) the street and mailing address of the person. 50.16 (d) On the application of any partner, the district court 50.17 may order judicial supervision of the winding up, including the 50.18 appointment of a person to wind up the dissolved limited 50.19 partnership's activities, if: 50.20 (1) a limited partnership does not have a general partner 50.21 and within a reasonable time following the dissolution no person 50.22 has been appointed pursuant to subsection (c); or 50.23 (2) the applicant establishes other good cause. 50.24 Sec. 65. [321.804] [POWER OF GENERAL PARTNER AND PERSON 50.25 DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER 50.26 DISSOLUTION.] 50.27 (a) A limited partnership is bound by a general partner's 50.28 act after dissolution which: 50.29 (1) is appropriate for winding up the limited partnership's 50.30 activities; or 50.31 (2) would have bound the limited partnership under section 50.32 321.402 before dissolution, if, at the time the other party 50.33 enters into the transaction, the other party does not have 50.34 notice of the dissolution. 50.35 (b) A person dissociated as a general partner binds a 50.36 limited partnership through an act occurring after dissolution 51.1 if: 51.2 (1) at the time the other party enters into the transaction: 51.3 (A) less than two years has passed since the dissociation; 51.4 and 51.5 (B) the other party does not have notice of the 51.6 dissociation and reasonably believes that the person is a 51.7 general partner; and 51.8 (2) the act: 51.9 (A) is appropriate for winding up the limited partnership's 51.10 activities; or 51.11 (B) would have bound the limited partnership under section 51.12 321.402 before dissolution and at the time the other party 51.13 enters into the transaction the other party does not have notice 51.14 of the dissolution. 51.15 Sec. 66. [321.805] [LIABILITY AFTER DISSOLUTION OF GENERAL 51.16 PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED 51.17 PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS 51.18 GENERAL PARTNER.] 51.19 (a) If a general partner having knowledge of the 51.20 dissolution causes a limited partnership to incur an obligation 51.21 under section 321.804(a) by an act that is not appropriate for 51.22 winding up the partnership's activities, the general partner is 51.23 liable: 51.24 (1) to the limited partnership for any damage caused to the 51.25 limited partnership arising from the obligation; and 51.26 (2) if another general partner or a person dissociated as a 51.27 general partner is liable for the obligation, to that other 51.28 general partner or person for any damage caused to that other 51.29 general partner or person arising from the liability. 51.30 (b) If a person dissociated as a general partner causes a 51.31 limited partnership to incur an obligation under section 51.32 321.804(b), the person is liable: 51.33 (1) to the limited partnership for any damage caused to the 51.34 limited partnership arising from the obligation; and 51.35 (2) if a general partner or another person dissociated as a 51.36 general partner is liable for the obligation, to the general 52.1 partner or other person for any damage caused to the general 52.2 partner or other person arising from the liability. 52.3 Sec. 67. [321.806] [KNOWN CLAIMS AGAINST DISSOLVED LIMITED 52.4 PARTNERSHIP.] 52.5 (a) A dissolved limited partnership may dispose of the 52.6 known claims against it by following the procedure described in 52.7 subsection (b). 52.8 (b) A dissolved limited partnership may notify its known 52.9 claimants of the dissolution in a record. The notice must: 52.10 (1) specify the information required to be included in a 52.11 claim; 52.12 (2) provide a mailing address to which the claim is to be 52.13 sent; 52.14 (3) state the deadline for receipt of the claim, which may 52.15 not be less than 120 days after the date the notice is received 52.16 by the claimant; 52.17 (4) state that the claim will be barred if not received by 52.18 the deadline; and 52.19 (5) unless the limited partnership has been at each moment 52.20 during its existence either a limited liability limited 52.21 partnership or a limited partnership that is a limited liability 52.22 limited partnership under chapter 322A, state that the barring 52.23 of a claim against the limited partnership will also bar any 52.24 corresponding claim against any general partner or person 52.25 dissociated as a general partner which is based on section 52.26 321.404. 52.27 (c) A claim against a dissolved limited partnership is 52.28 barred if the requirements of subsection (b) are met and: 52.29 (1) the claim is not received by the specified deadline; or 52.30 (2) in the case of a claim that is timely received but 52.31 rejected by the dissolved limited partnership, the claimant does 52.32 not commence an action to enforce the claim against the limited 52.33 partnership within 90 days after the receipt of the notice of 52.34 the rejection. 52.35 (d) This section does not apply to a claim based on an 52.36 event occurring after the effective date of dissolution or a 53.1 liability that is contingent on that date. 53.2 Sec. 68. [321.807] [OTHER CLAIMS AGAINST DISSOLVED LIMITED 53.3 PARTNERSHIPS.] 53.4 (a) A dissolved limited partnership may publish notice of 53.5 its dissolution and request persons having claims against the 53.6 limited partnership to present them in accordance with the 53.7 notice. 53.8 (b) The notice must: 53.9 (1) be published at least once in a newspaper of general 53.10 circulation in the county in which the dissolved limited 53.11 partnership's principal office is located or, if it has none in 53.12 this state, in the county in which the limited partnership's 53.13 designated office is or was last located; 53.14 (2) describe the information required to be contained in a 53.15 claim and provide a mailing address to which the claim is to be 53.16 sent; 53.17 (3) state that a claim against the limited partnership is 53.18 barred unless an action to enforce the claim is commenced within 53.19 five years after publication of the notice; and 53.20 (4) unless the limited partnership has been at each moment 53.21 during its existence either a limited liability limited 53.22 partnership or a limited liability limited partnership under 53.23 chapter 322A, state that the barring of a claim against the 53.24 limited partnership will also bar any corresponding claim 53.25 against any general partner or person dissociated as a general 53.26 partner which is based on section 321.404. 53.27 (c) If a dissolved limited partnership publishes a notice 53.28 in accordance with subsection (b), the claim of each of the 53.29 following claimants is barred unless the claimant commences an 53.30 action to enforce the claim against the dissolved limited 53.31 partnership within five years after the publication date of the 53.32 notice: 53.33 (1) a claimant that did not receive notice in a record 53.34 under section 321.806; 53.35 (2) a claimant whose claim was timely sent to the dissolved 53.36 limited partnership but not acted on; and 54.1 (3) a claimant whose claim is contingent or based on an 54.2 event occurring after the effective date of dissolution. 54.3 (d) A claim not barred under this section may be enforced: 54.4 (1) against the dissolved limited partnership, to the 54.5 extent of its undistributed assets; 54.6 (2) if the assets have been distributed in liquidation, 54.7 against a partner or transferee to the extent of that person's 54.8 proportionate share of the claim or the limited partnership's 54.9 assets distributed to the partner or transferee in liquidation, 54.10 whichever is less, but a person's total liability for all claims 54.11 under this paragraph does not exceed the total amount of assets 54.12 distributed to the person as part of the winding up of the 54.13 dissolved limited partnership; or 54.14 (3) against any person liable on the claim under section 54.15 321.404. 54.16 Sec. 69. [321.808] [LIABILITY OF GENERAL PARTNER AND 54.17 PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED 54.18 PARTNERSHIP BARRED.] 54.19 If a claim against a dissolved limited partnership is 54.20 barred under section 321.806 or 321.807, any corresponding claim 54.21 under section 321.404 is also barred. 54.22 Sec. 70. [321.809] [ADMINISTRATIVE DISSOLUTION.] 54.23 (a) A limited partnership that has failed to deliver for 54.24 filing a registration pursuant to the requirements of section 54.25 321.210 must be dissolved by the secretary of state as described 54.26 in this section. 54.27 (b) If the limited partnership has not filed the delinquent 54.28 registration, the secretary of state must issue a certificate of 54.29 administrative dissolution and the certificate must be filed in 54.30 the Office of the Secretary of State. The secretary of state 54.31 must annually inform the attorney general and the commissioner 54.32 of revenue of the methods by which the names of limited 54.33 partnerships administratively dissolved under this section 54.34 during the preceding year may be determined. The secretary of 54.35 state must also make available in an electronic format the names 54.36 of the administratively dissolved limited partnerships. 55.1 (c) A limited partnership administratively dissolved 55.2 continues its existence but may carry on only activities 55.3 necessary to wind up its activities and liquidate its assets 55.4 under sections 321.803 and 321.812 and to notify claimants under 55.5 sections 321.806 and 321.807. 55.6 (d) The administrative dissolution of a limited partnership 55.7 does not terminate the authority of its agent for service of 55.8 process. 55.9 Sec. 71. [321.810] [REINSTATEMENT FOLLOWING ADMINISTRATIVE 55.10 DISSOLUTION.] 55.11 (a) A limited partnership that has been administratively 55.12 dissolved may apply to the secretary of state for reinstatement 55.13 after the effective date of dissolution. The application must 55.14 be delivered to the secretary of state for filing and state: 55.15 (1) the name of the limited partnership and the effective 55.16 date of its administrative dissolution; 55.17 (2) that the grounds for dissolution either did not exist 55.18 or have been eliminated; and 55.19 (3) that the limited partnership's name satisfies the 55.20 requirements of section 321.108. 55.21 The application must also include any documents that were 55.22 required to be delivered for filing to the secretary of state 55.23 but which were not so delivered. 55.24 (b) If the secretary of state determines that an 55.25 application contains the information required by subsection (a) 55.26 and that the information is correct and the application includes 55.27 the appropriate fee, the secretary of state shall file the 55.28 reinstatement application and serve the limited partnership with 55.29 a copy. 55.30 (c) When reinstatement becomes effective, it relates back 55.31 to and takes effect as of the effective date of the 55.32 administrative dissolution and the limited partnership may 55.33 resume its activities as if the administrative dissolution had 55.34 never occurred, except that for the purposes of section 55.35 321.103(c) and (d) the reinstatement is effective only as of the 55.36 date the reinstatement is filed. 56.1 Sec. 72. [321.812] [DISPOSITION OF ASSETS; WHEN 56.2 CONTRIBUTIONS REQUIRED.] 56.3 (a) In winding up a limited partnership's activities, the 56.4 assets of the limited partnership, including the contributions 56.5 required by this section, must be applied to satisfy the limited 56.6 partnership's obligations to creditors, including, to the extent 56.7 permitted by law, partners that are creditors. 56.8 (b) Any surplus remaining after the limited partnership 56.9 complies with subsection (a) must be paid in cash as a 56.10 distribution. 56.11 (c) If a limited partnership's assets are insufficient to 56.12 satisfy all of its obligations under subsection (a), with 56.13 respect to each unsatisfied obligation incurred when the limited 56.14 partnership was neither a limited liability limited partnership 56.15 nor a limited partnership that is a limited liability limited 56.16 partnership under chapter 322A, the following rules apply: 56.17 (1) Each person that was a general partner when the 56.18 obligation was incurred and that has not bee released from the 56.19 obligation under section 321.607 shall contribute to the limited 56.20 partnership for the purpose of enabling the limited partnership 56.21 to satisfy the obligation. The contribution due from each of 56.22 those persons is in proportion to the right to receive 56.23 distributions in the capacity of general partner in effect for 56.24 each of those persons when the obligation was incurred. 56.25 (2) If a person does not contribute the full amount 56.26 required under paragraph (1) with respect to an unsatisfied 56.27 obligation of the limited partnership, the other persons 56.28 required to contribute by paragraph (1) on account of the 56.29 obligation shall contribute the additional amount necessary to 56.30 discharge the obligation. The additional contribution due from 56.31 each of those other persons is in proportion to the right to 56.32 receive distributions in the capacity of general partner in 56.33 effect for each of those other persons when the obligation was 56.34 incurred. 56.35 (3) If a person does not make the additional contribution 56.36 required by paragraph (2), further additional contributions are 57.1 determined and due in the same manner as provided in that 57.2 paragraph. 57.3 (d) A person that makes an additional contribution under 57.4 subsection (c)(2) or (3) may recover from any person whose 57.5 failure to contribute under subsection (c)(1) or (2) 57.6 necessitated the additional contribution. A person may not 57.7 recover under this subsection more than the amount additionally 57.8 contributed. A person's liability under this subsection may not 57.9 exceed the amount the person failed to contribute. 57.10 (e) The estate of a deceased individual is liable for the 57.11 person's obligations under this section. 57.12 (f) An assignee for the benefit of creditors of a limited 57.13 partnership or a partner, or a person appointed by a court to 57.14 represent creditors of a limited partnership or a partner, may 57.15 enforce a person's obligation to contribute under subsection (c). 57.16 ARTICLE 9 57.17 FOREIGN LIMITED PARTNERSHIPS 57.18 Sec. 73. [321.901] [GOVERNING LAW.] 57.19 (a) The laws of the state or other jurisdiction under which 57.20 a foreign limited partnership is organized govern relations 57.21 among the partners of the foreign limited partnership and 57.22 between the partners and the foreign limited partnership and the 57.23 liability of partners as partners for an obligation of the 57.24 foreign limited partnership. 57.25 (b) A foreign limited partnership may not be denied a 57.26 certificate of authority by reason of any difference between the 57.27 laws of the jurisdiction under which the foreign limited 57.28 partnership is organized and the laws of this state. 57.29 (c) A certificate of authority does not authorize a foreign 57.30 limited partnership to engage in any business or exercise any 57.31 power that a limited partnership may not engage in or exercise 57.32 in this state. 57.33 Sec. 74. [321.902] [APPLICATION FOR CERTIFICATE OF 57.34 AUTHORITY.] 57.35 (a) A foreign limited partnership may apply for a 57.36 certificate of authority to transact business in this state by 58.1 delivering an application to the secretary of state for filing. 58.2 The application must state: 58.3 (1) the name of the foreign limited partnership and, if the 58.4 name does not comply with section 321.108, an alternate name 58.5 adopted pursuant to section 321.905(a); 58.6 (2) the name of the state or other jurisdiction under whose 58.7 law the foreign limited partnership is organized; 58.8 (3) the street and mailing address of the foreign limited 58.9 partnership's principal office and, if the laws of the 58.10 jurisdiction under which the foreign limited partnership is 58.11 organized require the foreign limited partnership to maintain an 58.12 office in that jurisdiction, the street and mailing address of 58.13 the required office; 58.14 (4) the name and street and mailing address of the foreign 58.15 limited partnership's initial agent for service of process in 58.16 this state; 58.17 (5) the name and street and mailing address of each of the 58.18 foreign limited partnership's general partners; and 58.19 (6) whether the foreign limited partnership is a foreign 58.20 limited liability limited partnership. 58.21 (b) A foreign limited partnership shall deliver with the 58.22 completed application a certificate of existence or a record of 58.23 similar import signed by the secretary of state or other 58.24 official having custody of the foreign limited partnership's 58.25 publicly filed records in the state or other jurisdiction under 58.26 whose law the foreign limited partnership is organized. 58.27 Sec. 75. [321.903] [ACTIVITIES NOT CONSTITUTING 58.28 TRANSACTING BUSINESS.] 58.29 (a) Activities of a foreign limited partnership which do 58.30 not constitute transacting business in this state within the 58.31 meaning of this article include: 58.32 (1) maintaining, defending, and settling an action or 58.33 proceeding; 58.34 (2) holding meetings of its partners or carrying on any 58.35 other activity concerning its internal affairs; 58.36 (3) maintaining accounts in financial institutions; 59.1 (4) maintaining offices or agencies for the transfer, 59.2 exchange, and registration of the foreign limited partnership's 59.3 own securities or maintaining trustees or depositories with 59.4 respect to those securities; 59.5 (5) selling through independent contractors; 59.6 (6) soliciting or obtaining orders, whether by mail or 59.7 electronic means or through employees or agents or otherwise, if 59.8 the orders require acceptance outside this state before they 59.9 become contracts; 59.10 (7) creating or acquiring indebtedness, mortgages, or 59.11 security interests in real or personal property; 59.12 (8) securing or collecting debts or enforcing mortgages or 59.13 other security interests in property securing the debts, and 59.14 holding, protecting, and maintaining property so acquired; 59.15 (9) conducting an isolated transaction that is completed 59.16 within 30 days and is not one in the course of similar 59.17 transactions of a like manner; and 59.18 (10) transacting business in interstate commerce. 59.19 (b) For purposes of this article, the ownership in this 59.20 state of income-producing real property or tangible personal 59.21 property, other than property excluded under subsection (a), 59.22 constitutes transacting business in this state. 59.23 (c) This section does not apply in determining the contacts 59.24 or activities that may subject a foreign limited partnership to 59.25 service of process, taxation, or regulation under any other law 59.26 of this state. 59.27 Sec. 76. [321.904] [FILING OF CERTIFICATE OF AUTHORITY.] 59.28 Unless the secretary of state determines that an 59.29 application for a certificate of authority does not comply with 59.30 the filing requirements of this chapter, the secretary of state, 59.31 upon payment of all filing fees, shall file the application, 59.32 prepare, sign and file a certificate of authority to transact 59.33 business in this state, and send a copy of the filed certificate 59.34 to the foreign limited partnership or its representative. 59.35 Sec. 77. [321.905] [NONCOMPLYING NAME OF FOREIGN LIMITED 59.36 PARTNERSHIP.] 60.1 (a) A foreign limited partnership whose name does not 60.2 comply with section 321.108 may not obtain a certificate of 60.3 authority until it adopts, for the purpose of transacting 60.4 business in this state, an alternate name that complies with 60.5 section 321.108. A foreign limited partnership that adopts an 60.6 alternate name under this subsection and then obtains a 60.7 certificate of authority with the name need not comply with 60.8 sections 333.01 to 333.06. After obtaining a certificate of 60.9 authority with an alternate name, a foreign limited partnership 60.10 shall transact business in this state under the name unless the 60.11 foreign limited partnership is authorized under sections 333.01 60.12 to 333.06 to transact business in this state under another name. 60.13 (b) If a foreign limited partnership authorized to transact 60.14 business in this state changes its name to one that does not 60.15 comply with section 321.108, it may not thereafter transact 60.16 business in this state until it complies with subsection (a) and 60.17 obtains an amended certificate of authority. 60.18 Sec. 78. [321.906] [REVOCATION OF CERTIFICATE OF 60.19 AUTHORITY.] 60.20 (a) A foreign limited partnership that has failed to 60.21 deliver for filing a registration pursuant to the requirements 60.22 of section 321.210 must have its certificate of authority to 60.23 transact business in Minnesota revoked as described in this 60.24 section. 60.25 (b) If the foreign limited partnership has not filed the 60.26 delinquent registration, the secretary of state must issue a 60.27 certificate of revocation and the certificate must be filed in 60.28 the Office of the Secretary of State. The secretary of state 60.29 must annually inform the attorney general and the commissioner 60.30 of revenue of the methods by which the names of limited 60.31 partnerships whose certificates of authority have been revoked 60.32 under this section during the preceding year may be determined. 60.33 The secretary of state must also make available in an electronic 60.34 format the names of the foreign limited partnerships whose 60.35 certificates have been revoked. 60.36 Sec. 79. [321.907] [CANCELLATION OF CERTIFICATE OF 61.1 AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.] 61.2 (a) In order to cancel its certificate of authority to 61.3 transact business in this state, a foreign limited partnership 61.4 must deliver to the secretary of state for filing a notice of 61.5 cancellation. The certificate is canceled when the notice 61.6 becomes effective under section 321.206. 61.7 (b) A foreign limited partnership transacting business in 61.8 this state may not maintain an action or proceeding in this 61.9 state unless it has a certificate of authority to transact 61.10 business in this state. 61.11 (c) The failure of a foreign limited partnership to have a 61.12 certificate of authority to transact business in this state does 61.13 not impair the validity of a contract or act of the foreign 61.14 limited partnership or prevent the foreign limited partnership 61.15 from defending an action or proceeding in this state. 61.16 (d) A partner of a foreign limited partnership is not 61.17 liable for the obligations of the foreign limited partnership 61.18 solely by reason of the foreign limited partnership's having 61.19 transacted business in this state without a certificate of 61.20 authority. 61.21 (e) If a foreign limited partnership transacts business in 61.22 this state without a certificate of authority or cancels its 61.23 certificate of authority, it appoints the secretary of state as 61.24 its agent for service of process for rights of action arising 61.25 out of the transaction of business in this state. 61.26 Sec. 80. [321.908] [ACTION BY ATTORNEY GENERAL.] 61.27 The attorney general may maintain an action to restrain a 61.28 foreign limited partnership from transacting business in this 61.29 state in violation of this article. 61.30 ARTICLE 10 61.31 ACTIONS BY PARTNERS 61.32 Sec. 81. [321.1001] [DIRECT ACTION BY PARTNER.] 61.33 (a) Subject to subsection (b), a partner may maintain a 61.34 direct action against the limited partnership or another partner 61.35 for legal or equitable relief, with or without an accounting as 61.36 to the partnership's activities, to enforce the rights and 62.1 otherwise protect the interests of the partner, including rights 62.2 and interests under the partnership agreement of this chapter or 62.3 arising independently of the partnership relationship. 62.4 (b) A partner commencing a direct action under this section 62.5 is required to plead and prove an actual or threatened injury 62.6 that is not solely the result of an injury suffered or 62.7 threatened to be suffered by the limited partnership. 62.8 (c) The accrual of, and any time limitation on, a right of 62.9 action for a remedy under this section is governed by other 62.10 law. A right to an accounting upon a dissolution and winding up 62.11 does not revive a claim barred by law. 62.12 Sec. 82. [321.1002] [DERIVATIVE ACTION.] 62.13 A partner may maintain a derivative action to enforce a 62.14 right of a limited partnership if: 62.15 (1) the partner first makes a demand on the general 62.16 partners, requesting that they cause the limited partnership to 62.17 bring an action to enforce the right, and the general partners 62.18 do not bring the action within a reasonable time; or 62.19 (2) a demand would be futile. 62.20 Sec. 83. [321.1003] [PROPER PLAINTIFF.] 62.21 A derivative action may be maintained only by a person that 62.22 is a partner at the time the action is commenced and: 62.23 (1) that was a partner when the conduct giving rise to the 62.24 action occurred; or 62.25 (2) whose status as a partner devolved upon the person by 62.26 operation of law or pursuant to the terms of the partnership 62.27 agreement from a person that was a partner at the time of the 62.28 conduct. 62.29 Sec. 84. [321.1004] [PLEADING.] 62.30 In a derivative action, the complaint must state with 62.31 particularity: 62.32 (1) the date and content of plaintiff's demand and the 62.33 general partners' response to the demand; or 62.34 (2) why demand should be excused as futile. 62.35 Sec. 85. [321.1005] [PROCEEDS AND EXPENSES.] 62.36 (a) Except as otherwise provided in subsection (b): 63.1 (1) any proceeds or other benefits of a derivative action, 63.2 whether by judgment, compromise, or settlement, belong to the 63.3 limited partnership and not to the derivative plaintiff; 63.4 (2) if the derivative plaintiff receives any proceeds, the 63.5 derivative plaintiff shall immediately remit them to the limited 63.6 partnership. 63.7 (b) If a derivative action is successful in whole or in 63.8 part, the court may award the plaintiff reasonable expenses, 63.9 including reasonable attorney's fees, from the recovery of the 63.10 limited partnership. 63.11 ARTICLE 11 63.12 CONVERSION AND MERGER 63.13 Sec. 86. [321.1101] [DEFINITIONS.] 63.14 In this article: 63.15 (1) "Constituent limited partnership" means a constituent 63.16 organization that is a limited partnership. 63.17 (2) "Constituent organization" means an organization that 63.18 is party to a merger. 63.19 (3) "Converted organization" means the organization into 63.20 which a converting organization converts pursuant to sections 63.21 321.1102 through 321.1105. 63.22 (4) "Converting limited partnership" means a converting 63.23 organization that is a limited partnership. 63.24 (5) "Converting organization" means an organization that 63.25 converts into another organization pursuant to section 321.1102. 63.26 (6) "General partner" means a general partner of a limited 63.27 partnership. 63.28 (7) "Governing statute" of an organization means the 63.29 statute that governs the organization's internal affairs. 63.30 (8) "Organization" means a general partnership, including a 63.31 limited liability partnership; limited partnership, including a 63.32 limited liability limited partnership; limited liability 63.33 company; business trust; corporation; or any other person having 63.34 a governing statute. The term includes domestic and foreign 63.35 organizations whether or not organized for profit. 63.36 (9) "Organizational documents" means: 64.1 (A) for a domestic or foreign general partnership, its 64.2 partnership agreement; 64.3 (B) for a limited partnership or foreign limited 64.4 partnership, its certificate of limited partnership and 64.5 partnership agreement; 64.6 (C) for a domestic or foreign limited liability company, 64.7 its articles of organization and operating agreement, or 64.8 comparable records as provided in its governing statute; 64.9 (D) for a business trust, its agreement of trust and 64.10 declaration of trust; 64.11 (E) for a domestic or foreign corporation for profit, its 64.12 articles of incorporation, bylaws, and other agreements among 64.13 its shareholders which are authorized by its governing statute, 64.14 or comparable records as provided in its governing statute; and 64.15 (F) for any other organization, the basic records that 64.16 create the organization and determine its internal governance 64.17 and the relations among the persons that own it, have an 64.18 interest in it, or are members of it. 64.19 (10) "Personal liability" means personal liability for a 64.20 debt, liability, or other obligation of an organization which is 64.21 imposed on a person that co-owns, has an interest in, or is a 64.22 member of the organization: 64.23 (A) by the organization's governing statute solely by 64.24 reason of the person co-owning, having an interest in, or being 64.25 a member of the organization; or 64.26 (B) by the organization's organizational documents under a 64.27 provision of the organization's governing statute authorizing 64.28 those documents to make one or more specified persons liable for 64.29 all or specified debts, liabilities, and other obligations of 64.30 the organization solely by reason of the person or persons 64.31 co-owning, having an interest in, or being a member of the 64.32 organization. 64.33 (11) "Surviving organization" means an organization into 64.34 which one or more other organizations are merged. A surviving 64.35 organization may preexist the merger or be created by the merger. 64.36 Sec. 87. [321.1102] [CONVERSION.] 65.1 (a) An organization other than a limited partnership may 65.2 convert to a limited partnership, and a limited partnership may 65.3 convert to another organization pursuant to this section and 65.4 sections 321.1103 through 321.1105 and a plan of conversion, if: 65.5 (1) the other organization's governing statute authorizes 65.6 the conversion; 65.7 (2) the conversion is not prohibited by the law of the 65.8 jurisdiction that enacted the governing statute; and 65.9 (3) the other organization complies with its governing 65.10 statute in effecting the conversion. 65.11 (b) A plan of conversion must be in a record and must 65.12 include: 65.13 (1) the name and form of the organization before 65.14 conversion; 65.15 (2) the name and form of the organization after conversion; 65.16 and 65.17 (3) the terms and conditions of the conversion, including 65.18 the manner and basis for converting interests in the converting 65.19 organization into any combination of money, interests in the 65.20 converted organization, and other consideration; and 65.21 (4) the organizational documents of the converted 65.22 organization. 65.23 Sec. 88. [321.1103] [ACTION ON PLAN OF CONVERSION BY 65.24 CONVERTING LIMITED PARTNERSHIP.] 65.25 (a) Subject to section 321.1110, a plan of conversion must 65.26 be consented to by all the partners of a converting limited 65.27 partnership. 65.28 (b) Subject to section 321.1110 and any contractual rights, 65.29 after a conversion is approved, and at any time before a filing 65.30 is made under section 321.1104, a converting limited partnership 65.31 may amend the plan or abandon the planned conversion: 65.32 (1) as provided in the plan; and 65.33 (2) except as prohibited by the plan, by the same consent 65.34 as was required to approve the plan. 65.35 Sec. 89. [321.1104] [FILINGS REQUIRED FOR CONVERSION; 65.36 EFFECTIVE DATE.] 66.1 (a) After a plan of conversion is approved: 66.2 (1) a converting limited partnership shall deliver to the 66.3 secretary of state for filing articles of conversion, which must 66.4 include: 66.5 (A) a statement that the limited partnership has been 66.6 converted into another organization; 66.7 (B) the name and form of the organization and the 66.8 jurisdiction of its governing statute; 66.9 (C) the date the conversion is effective under the 66.10 governing statute of the converted organization; 66.11 (D) a statement that the conversion was approved as 66.12 required by this chapter; 66.13 (E) a statement that the conversion was approved as 66.14 required by the governing statute of the converted organization; 66.15 and 66.16 (F) if the converted organization is a foreign organization 66.17 not authorized to transact business in this state, the street 66.18 and mailing address of an office which the secretary of state 66.19 may use for the purposes of section 321.1105(c); and 66.20 (2) if the converting organization is not a converting 66.21 limited partnership, the converting organization shall deliver 66.22 to the secretary of state for filing a certificate of limited 66.23 partnership, which must include, in addition to the information 66.24 required by section 321.201: 66.25 (A) a statement that the limited partnership was converted 66.26 from another organization; 66.27 (B) the name and form of the organization and the 66.28 jurisdiction of its governing statute; and 66.29 (C) a statement that the conversion was approved in a 66.30 manner that complied with the organization's governing statute. 66.31 (b) A conversion becomes effective: 66.32 (1) if the converted organization is a limited partnership, 66.33 when the certificate of limited partnership takes effect; and 66.34 (2) if the converted organization is not a limited 66.35 partnership, as provided by the governing statute of the 66.36 converted organization. 67.1 Sec. 90. [321.1105] [EFFECT OF CONVERSION.] 67.2 (a) An organization that has been converted pursuant to 67.3 this article is for all purposes the same entity that existed 67.4 before the conversion. 67.5 (b) When a conversion takes effect: 67.6 (1) all property owned by the converting organization 67.7 remains vested in the converted organization; 67.8 (2) all debts, liabilities, and other obligations of the 67.9 converting organization continue as obligations of the converted 67.10 organization; 67.11 (3) an action or proceeding pending by or against the 67.12 converting organization may be continued as if the conversion 67.13 had not occurred; 67.14 (4) except as prohibited by other law, all of the rights, 67.15 privileges, immunities, powers, and purposes of the converting 67.16 organization remain vested in the converted organization; 67.17 (5) except as otherwise provided in the plan of conversion, 67.18 the terms and conditions of the plan of conversion take effect; 67.19 and 67.20 (6) except as otherwise agreed, the conversion does not 67.21 dissolve a converting limited partnership for the purposes of 67.22 article 8. 67.23 (c) A converted organization that is a foreign organization 67.24 consents to the jurisdiction of the courts of this state to 67.25 enforce any obligation owed by the converting limited 67.26 partnership, if before the conversion the converting limited 67.27 partnership was subject to suit in this state on the 67.28 obligation. A converted organization that is a foreign 67.29 organization and not authorized to transact business in this 67.30 state appoints the secretary of state as its agent for service 67.31 of process for purposes of enforcing an obligation under this 67.32 subsection. Service on the secretary of state under this 67.33 subsection is made in the same manner and with the same 67.34 consequences as in section 321.117(c) and (d). 67.35 Sec. 91. [321.1106] [MERGER.] 67.36 (a) A limited partnership may merge with one or more other 68.1 constituent organizations pursuant to this section and sections 68.2 321.1107 through 321.1109 and a plan of merger, if: 68.3 (1) the governing statute of each of the other 68.4 organizations authorizes the merger; 68.5 (2) the merger is not prohibited by the law of a 68.6 jurisdiction that enacted any of those governing statutes; and 68.7 (3) each of the other organizations complies with its 68.8 governing statute in effecting the merger. 68.9 (b) A plan of merger must be in a record and must include: 68.10 (1) the name and form of each constituent organization; 68.11 (2) the name and form of the surviving organization and, if 68.12 the surviving organization is to be created by the merger, a 68.13 statement to that effect; 68.14 (3) the terms and conditions of the merger, including the 68.15 manner and basis for converting the interests in each 68.16 constituent organization into any combination of money, 68.17 interests in the surviving organization, and other 68.18 consideration; 68.19 (4) if the surviving organization is to be created by the 68.20 merger, the surviving organizations organizational documents; 68.21 and 68.22 (5) if the surviving organization is not to be created by 68.23 the merger, any amendments to be made by the merger to the 68.24 surviving organization's organizational documents. 68.25 Sec. 92. [321.1107] [ACTION ON PLAN OF MERGER BY 68.26 CONSTITUENT LIMITED PARTNERSHIP.] 68.27 (a) Subject to section 321.1110, a plan of merger must be 68.28 consented to by all the partners of a constituent limited 68.29 partnership. 68.30 (b) Subject to section 321.1110 and any contractual rights, 68.31 after a merger is approved, and at any time before a filing is 68.32 made under section 321.1108, a constituent limited partnership 68.33 may amend the plan or abandon the planned merger: 68.34 (1) as provided in the plan; and 68.35 (2) except as prohibited by the plan, with the same consent 68.36 as was required to approve the plan. 69.1 Sec. 93. [321.1108] [FILINGS REQUIRED FOR MERGER; 69.2 EFFECTIVE DATE.] 69.3 (a) After each constituent organization has approved a 69.4 merger, articles of merger must be signed on behalf of: 69.5 (1) each preexisting constituent limited partnership, by 69.6 each general partner listed in the certificate of limited 69.7 partnership; and 69.8 (2) each other preexisting constituent organization, by an 69.9 authorized representative. 69.10 (b) The articles of merger must include: 69.11 (1) the name and form of each constituent organization and 69.12 the jurisdiction of its governing statute; 69.13 (2) the name and form of the surviving organization, the 69.14 jurisdiction of its governing statute, and, if the surviving 69.15 organization is created by the merger, a statement to that 69.16 effect; 69.17 (3) the date the merger is effective under the governing 69.18 statute of the surviving organization; 69.19 (4) if the surviving organization is to be created by the 69.20 merger: 69.21 (A) if it will be a limited partnership, the limited 69.22 partnership's certificate of limited partnership; or 69.23 (B) if it will be an organization other than a limited 69.24 partnership, the organizational document that creates the 69.25 organization; 69.26 (5) if the surviving organization preexists the merger, any 69.27 amendments provided for in the plan of merger for the 69.28 organizational document that created the organization; 69.29 (6) a statement as to each constituent organization that 69.30 the merger was approved as required by the organization's 69.31 governing statute; 69.32 (7) if the surviving organization is a foreign organization 69.33 not authorized to transact business in this state, the street 69.34 and mailing address of an office which the secretary of state 69.35 may use for the purposes of section 321.1109(b); and 69.36 (8) any additional information required by the governing 70.1 statute of any constituent organization. 70.2 (c) Each constituent limited partnership shall deliver the 70.3 articles of merger for filing in the office of the secretary of 70.4 state. 70.5 (d) A merger becomes effective under this article: 70.6 (1) if the surviving organization is a limited partnership, 70.7 upon the later of: 70.8 (i) compliance with subsection (c); or 70.9 (ii) subject to section 321.206(c), as specified in the 70.10 articles of merger; or 70.11 (2) if the surviving organization is not a limited 70.12 partnership, as provided by the governing statute of the 70.13 surviving organization. 70.14 Sec. 94. [321.1109] [EFFECT OF MERGER.] 70.15 (a) When a merger becomes effective: 70.16 (1) the surviving organization continues or comes into 70.17 existence; 70.18 (2) each constituent organization that merges into the 70.19 surviving organization ceases to exist as a separate entity; 70.20 (3) all property owned by each constituent organization 70.21 that ceases to exist vest in the surviving organization; 70.22 (4) all debts, liabilities, and other obligations of each 70.23 constituent organization that ceases to exist continue as 70.24 obligations of the surviving organization; 70.25 (5) an action or proceeding pending by or against any 70.26 constituent organization that ceases to exist may be continued 70.27 as if the merger had not occurred; 70.28 (6) except as prohibited by other law, all of the rights, 70.29 privileges, immunities, powers, and purposes of each constituent 70.30 organization that ceases to exist vest in the surviving 70.31 organization; 70.32 (7) except as otherwise provided in the plan of merger, the 70.33 terms and conditions of the plan of merger take effect; and 70.34 (8) except as otherwise agreed, if a constituent limited 70.35 partnership ceases to exist, the merger does not dissolve the 70.36 limited partnership for the purposes of article 8; 71.1 (9) if the surviving organization is created by the merger: 71.2 (A) if it is a limited partnership, the certificate of 71.3 limited partnership becomes effective; or 71.4 (B) if it is an organization other than a limited 71.5 partnership, the organizational document that creates the 71.6 organization becomes effective; and 71.7 (10) if the surviving organization preexists the merger, 71.8 any amendments provided for in the articles of merger for the 71.9 organizational document that created the organization become 71.10 effective. 71.11 (b) A surviving organization that is a foreign organization 71.12 consents to the jurisdiction of the courts of this state to 71.13 enforce any obligation owed by a constituent organization, if 71.14 before the merger the constituent organization was subject to 71.15 suit in this state on the obligation. A surviving organization 71.16 that is a foreign organization and not authorized to transact 71.17 business in this state appoints the secretary of state as its 71.18 agent for service of process for the purposes of enforcing an 71.19 obligation under this subsection. Service on the secretary of 71.20 state under this subsection is made in the same manner and with 71.21 the same consequences as in section 321.117(c) and (d). 71.22 Sec. 95. [321.1110] [RESTRICTIONS ON APPROVAL OF 71.23 CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.] 71.24 (a) If a partner of a converting or constituent limited 71.25 partnership will have personal liability with respect to a 71.26 converted or surviving organization, approval and amendment of a 71.27 plan of conversion or merger are ineffective without the consent 71.28 of the partner, unless: 71.29 (1) the limited partnership's partnership agreement 71.30 provides for the approval of the conversion or merger with the 71.31 consent of fewer than all the partners; and 71.32 (2) the partner has consented to the provision of the 71.33 partnership agreement. 71.34 (b) An amendment to a certificate of limited partnership 71.35 which deletes a statement that the limited partnership is a 71.36 limited liability limited partnership is ineffective without the 72.1 consent of each general partner unless: 72.2 (1) the limited partnership's partnership agreement 72.3 provides for the amendment with the consent of less than all the 72.4 general partners; and 72.5 (2) each general partner that does not consent to the 72.6 amendment has consented to the provision of the partnership 72.7 agreement. 72.8 (c) A partner does not give the consent required by 72.9 subsection (a) or (b) merely by consenting to a provision of the 72.10 partnership agreement which permits the partnership agreement to 72.11 be amended with the consent of fewer than all the partners. 72.12 Sec. 96. [321.1111] [LIABILITY OF GENERAL PARTNER AFTER 72.13 CONVERSION OR MERGER.] 72.14 (a) A conversion or merger under this article does not 72.15 discharge any liability under sections 321.404 and 321.607 of a 72.16 person that was a general partner in or dissociated as a general 72.17 partner from a converting or constituent limited partnership, 72.18 but: 72.19 (1) the provisions of this chapter pertaining to the 72.20 collection or discharge of the liability continue to apply to 72.21 the liability; 72.22 (2) for the purposes of applying those provisions, the 72.23 converted or surviving organization is deemed to be the 72.24 converting or constituent limited partnership; and 72.25 (3) if a person is required to pay any amount under this 72.26 subsection: 72.27 (A) the person has a right of contribution from each other 72.28 person that was liable as a general partner under section 72.29 321.404 when the obligation was incurred and has not been 72.30 released from the obligation under section 321.607; and 72.31 (B) the contribution due from each of those persons is in 72.32 proportion to the right to receive distributions in the capacity 72.33 of general partner in effect for each of those persons when the 72.34 obligation was incurred. 72.35 (b) In addition to any other liability provided by law: 72.36 (1) a person that immediately before a conversion or merger 73.1 became effective was a general partner in a converting or 73.2 constituent limited partnership that was not a limited liability 73.3 limited partnership is personally liable for each obligation of 73.4 the converted or surviving organization arising from a 73.5 transaction with a third party after the conversion or merger 73.6 becomes effective, if, at the time the third party enters into 73.7 the transaction, the third party: 73.8 (A) does not have notice of the conversion or merger; and 73.9 (B) reasonably believes that: 73.10 (i) the converted or surviving business is the converting 73.11 or constituent limited partnership; 73.12 (ii) the converting or constituent limited partnership is 73.13 not a limited liability limited partnership; and 73.14 (iii) the person is a general partner in the converting or 73.15 constituent limited partnership; and 73.16 (2) a person that was dissociated as a general partner from 73.17 a converting or constituent limited partnership before the 73.18 conversion or merger became effective is personally liable for 73.19 each obligation of the converted or surviving organization 73.20 arising from a transaction with a third party after the 73.21 conversion or merger becomes effective, if: 73.22 (A) immediately before the conversion or merger became 73.23 effective the converting or surviving limited partnership was 73.24 not a limited liability limited partnership; and 73.25 (B) at the time the third party enters into the transaction 73.26 less than two years have passed since the person dissociated as 73.27 a general partner and the third party: 73.28 (i) does not have notice of the dissociation; 73.29 (ii) does not have notice of the conversion or merger; and 73.30 (iii) reasonably believes that the converted or surviving 73.31 organization is the converting or constituent limited 73.32 partnership, the converting or constituent limited partnership 73.33 is not a limited liability limited partnership, and the person 73.34 is a general partner in the converting or constituent limited 73.35 partnership. 73.36 Sec. 97. [321.1112] [POWER OF GENERAL PARTNERS AND PERSONS 74.1 DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER 74.2 CONVERSION OR MERGER.] 74.3 (a) An act of a person that immediately before a conversion 74.4 or merger became effective was a general partner in a converting 74.5 or constituent limited partnership binds the converted or 74.6 surviving organization after the conversion or merger becomes 74.7 effective, if: 74.8 (1) before the conversion or merger became effective, the 74.9 act would have bound the converting or constituent limited 74.10 partnership under section 321.402; and 74.11 (2) at the time the third party enters into the 74.12 transaction, the third party: 74.13 (A) does not have notice of the conversion or merger; and 74.14 (B) reasonably believes that the converted or surviving 74.15 business is the converting or constituent limited partnership 74.16 and that the person is a general partner in the converting or 74.17 constituent limited partnership. 74.18 (b) An act of a person that before a conversion or merger 74.19 became effective was dissociated as a general partner from a 74.20 converting or constituent limited partnership binds the 74.21 converted or surviving organization after the conversion or 74.22 merger becomes effective, if: 74.23 (1) before the conversion or merger became effective, the 74.24 act would have bound the converting or constituent limited 74.25 partnership under section 321.402 if the person had been a 74.26 general partner; and 74.27 (2) at the time the third party enters into the 74.28 transaction, less than two years have passed since the person 74.29 dissociated as a general partner and the third party: 74.30 (A) does not have notice of the dissociation; 74.31 (B) does not have notice of the conversion or merger; and 74.32 (C) reasonably believes that the converted or surviving 74.33 organization is the converting or constituent limited 74.34 partnership and that the person is a general partner in the 74.35 converting or constituent limited partnership. 74.36 (c) If a person having knowledge of the conversion or 75.1 merger causes a converted or surviving organization to incur an 75.2 obligation under subsection (a) or (b), the person is liable: 75.3 (1) to the converted or surviving organization for any 75.4 damage caused to the organization arising from the obligation; 75.5 and 75.6 (2) if another person is liable for the obligation, to that 75.7 other person for any damage caused to that other person arising 75.8 from the liability. 75.9 Sec. 98. [321.1113] [CHAPTER NOT EXCLUSIVE.] 75.10 This chapter does not preclude an entity from being 75.11 converted or merged under other law. 75.12 Sec. 99. [321.1114] [CONFLICT RELATING TO MERGER OR 75.13 CONVERSION.] 75.14 If a partnership governed by chapter 323A participates in a 75.15 merger or conversion under chapter 321, then in the event of any 75.16 conflict between the provisions of chapter 323A and chapter 321 75.17 relating to the merger or conversion, the provisions of chapter 75.18 321 control chapter 321. 75.19 ARTICLE 12 75.20 MISCELLANEOUS PROVISIONS 75.21 Sec. 100. [321.1201] [UNIFORMITY OF APPLICATION AND 75.22 CONSTRUCTION.] 75.23 In applying and construing this chapter, consideration must 75.24 be given to the need to promote uniformity of the law with 75.25 respect to its subject matter among states that enact it. 75.26 Sec. 101. [321.1202] [SEVERABILITY CLAUSE.] 75.27 If any provision of this chapter or its application to any 75.28 person or circumstance is held invalid, the invalidity does not 75.29 affect other provisions or applications of this chapter which 75.30 can be given effect without the invalid provision or 75.31 application, and to this end the provisions of this chapter are 75.32 severable. 75.33 Sec. 102. [321.1203] [RELATION TO ELECTRONIC SIGNATURES IN 75.34 GLOBAL AND NATIONAL COMMERCE ACT.] 75.35 This chapter modifies, limits, or supersedes the federal 75.36 Electronic Signatures in Global and National Commerce Act, 15 76.1 U.S.C. Section 7001 et seq., but this chapter does not modify, 76.2 limit, or supersede Section 101(c) of that Act or authorize 76.3 electronic delivery of any of the notices described in Section 76.4 103(b) of that Act. 76.5 Sec. 103. [321.1206] [APPLICATION TO EXISTING 76.6 RELATIONSHIPS.] 76.7 (a) Beginning January 1, 2005, no person may use chapter 76.8 322A to form an entity. 76.9 (b) Before January 1, 2007, this chapter governs only: 76.10 (1) a limited partnership formed on or after January 1, 76.11 2005; and 76.12 (2) except as otherwise provided in subsection (d): 76.13 (i) a limited partnership formed under chapter 322A which 76.14 elects, in the manner provided in its partnership agreement or 76.15 by law for amending the partnership agreement, to be subject to 76.16 this chapter; and 76.17 (ii) a limited partnership formed under chapter 322, if the 76.18 limited partnership elects pursuant to subsection (f) to be 76.19 subject to this chapter. 76.20 (c) Except as otherwise provided in subsection (d), on and 76.21 after January 1, 2007, this chapter governs: 76.22 (1) any limited partnership formed under chapter 322A which 76.23 has not previously elected to be governed by this chapter and is 76.24 still in existence on January 1, 2007; and 76.25 (2) all limited partnerships, including each limited 76.26 partnership formed under chapter 322A which has previously 76.27 elected to become governed by this chapter and each limited 76.28 partnership formed under chapter 322 which has elected, 76.29 previously or otherwise, to be governed by this chapter. 76.30 (d) With respect to a limited partnership formed before 76.31 January 1, 2005, the following rules apply except as the 76.32 partners otherwise elect in the manner provided in the 76.33 partnership agreement or by law for amending the partnership 76.34 agreement: 76.35 (1) section 321.104(c) does not apply and the limited 76.36 partnership has whatever duration it had under the law 77.1 applicable immediately before the limited partnership became 77.2 subject to this chapter; 77.3 (2) the limited partnership is not required to amend its 77.4 certificate of limited partnership to comply with section 77.5 321.201(a)(4); 77.6 (3) sections 321.601 and 321.602 do not apply and a limited 77.7 partner has the same right and power to dissociate from the 77.8 limited partnership, with the same consequences, as existed 77.9 immediately before the limited partnership became subject to 77.10 this chapter; 77.11 (4) section 321.603(4) does not apply; 77.12 (5) section 321.603(5) does not apply and a court has the 77.13 same power to expel a general partner as the court had 77.14 immediately before the limited partnership became subject to 77.15 this chapter; and 77.16 (6) section 321.801(3) does not apply and the connection 77.17 between a person's dissociation as a general partner and the 77.18 dissolution of the limited partnership is the same as existed 77.19 immediately before the limited partnership became subject to 77.20 this chapter; 77.21 (e) If subsection (c) causes a limited partnership that is 77.22 a limited liability limited partnership under section 322A.88 to 77.23 become subject to this chapter: 77.24 (1) if immediately before the limited partnership that is a 77.25 limited liability limited partnership under section 322A.88 77.26 became subject to this chapter its name complied with section 77.27 322A.02, the limited partnership may maintain its name even if 77.28 the name does not comply with section 321.108(c); and 77.29 (2) the statement of qualification of the limited 77.30 partnership that is a limited liability limited partnership 77.31 under section 322A.88, on file with the secretary of state 77.32 pursuant to section 322A.88(a)(2), is deemed to amend the 77.33 limited partnership's certificate of limited partnership to 77.34 state that the limited partnership is a limited liability 77.35 limited partnership. 77.36 (f) On or after January 1, 2005, a limited partnership 78.1 formed under chapter 322 may become subject to this chapter if: 78.2 (1) it elects, in the manner provided in its partnership 78.3 agreement or by law for amending the partnership agreement, to 78.4 be subject to this chapter; 78.5 (2) neither its certificate of limited partnership nor its 78.6 partnership agreement prohibit the election; 78.7 (3) its certificate of limited partnership, on file with 78.8 the county recorder, is amended to state the election and, as 78.9 may be necessary, to comply with this chapter; and 78.10 (4) a certified copy of the amended certificate of limited 78.11 partnership, and of all other limited partnership documents 78.12 previously filed with the county recorder, is filed with the 78.13 secretary of state. 78.14 Sec. 104. [321.1207] [SAVINGS CLAUSE.] 78.15 This chapter does not affect an action commenced, 78.16 proceeding brought, or right accrued before this chapter takes 78.17 effect. 78.18 Sec. 105. [321.1208] [EFFECT OF DESIGNATION.] 78.19 Except as otherwise provided in this chapter, a limited 78.20 partnership remains the same entity for purposes of holding 78.21 title to or conveying an interest in real or personal property 78.22 and for all other purposes: 78.23 (1) during the winding up of the limited partnership 78.24 following its dissolution; 78.25 (2) whether the certificate of limited partnership of a 78.26 limited partnership is amended to add or delete a statement that 78.27 the limited partnership is a limited liability limited 78.28 partnership pursuant to section 406(b)(2); and 78.29 (3) regardless of whether the words "limited partnership," 78.30 "limited liability limited partnership," or the designation "LP," 78.31 "L.P.," "LLLP," or "L.L.L.P." are used in an instrument 78.32 conveying an interest in real or personal property to or from 78.33 the limited partnership or in any other writing. 78.34 Sec. 106. [REPEALER.] 78.35 Minnesota Statutes 2002, sections 322A.01; 322A.02; 78.36 322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 322A.12; 79.1 322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 322A.18; 322A.19; 79.2 322A.24; 322A.25; 322A.26; 322A.27; 322A.28; 322A.31; 322A.32; 79.3 322A.33; 322A.34; 322A.35; 322A.38; 322A.39; 322A.40; 322A.41; 79.4 322A.45; 322A.46; 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 79.5 322A.52; 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 79.6 322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 322A.72; 79.7 322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 322A.79; 322A.80; 79.8 322A.81; 322A.82; 322A.85; 322A.86; 322A.87; and 322A.88, are 79.9 repealed effective January 1, 2007. 79.10 Sec. 107. [EFFECTIVE DATE.] 79.11 This act is effective January 1, 2005. 79.12 ARTICLE 13 79.13 CONFORMING CHANGES 79.14 Sec. 108. Minnesota Statutes 2002, section 5.25, 79.15 subdivision 1, is amended to read: 79.16 Subdivision 1. [WHO MAY BE SERVED.] A process, notice, or 79.17 demand required or permitted by law to be served upon an entity 79.18 governed by chapter 221, 302A, 303, 317A, 321, 322A, 322B, 323, 79.19 330, 540, or 543 may be served on: (1) the registered agent, if 79.20 any; (2) if no agent has been appointed then on an officer, 79.21 manager, or general partner of the entity; or (3) if no agent, 79.22 officer, manager, or general partner can be found at the address 79.23 on file with the secretary of state, the secretary of state as 79.24 provided in this section. 79.25 Sec. 109. Minnesota Statutes 2002, section 302A.115, 79.26 subdivision 1, is amended to read: 79.27 Subdivision 1. [REQUIREMENTS; PROHIBITIONS.] The corporate 79.28 name: 79.29 (a) Shall be in the English language or in any other 79.30 language expressed in English letters or characters; 79.31 (b) Shall contain the word "corporation," "incorporated," 79.32 or "limited," or shall contain an abbreviation of one or more of 79.33 these words, or the word "company" or the abbreviation "Co." if 79.34 that word or abbreviation is not immediately preceded by the 79.35 word "and" or the character "&"; 79.36 (c) Shall not contain a word or phrase that indicates or 80.1 implies that it is incorporated for a purpose other than a legal 80.2 business purpose; 80.3 (d) Shall be distinguishable upon the records in the office 80.4 of the secretary of state from the name of each domestic 80.5 corporation, limited partnership, limited liability partnership, 80.6 and limited liability company, whether profit or nonprofit, and 80.7 each foreign corporation, limited partnership, limited liability 80.8 partnership, and limited liability company authorized or 80.9 registered to do business in this state, whether profit or 80.10 nonprofit, and each name the right to which is, at the time of 80.11 incorporation, reserved as provided for in sections 302A.117, 80.12322A.03321.109, 322B.125, or 333.001 to 333.54, unless there is 80.13 filed with the articles one of the following: 80.14 (1) The written consent of the domestic corporation, 80.15 limited partnership, limited liability partnership, or limited 80.16 liability company, or the foreign corporation, limited 80.17 partnership, limited liability partnership, or limited liability 80.18 company authorized or registered to do business in this state or 80.19 the holder of a reserved name or a name filed by or registered 80.20 with the secretary of state under sections 333.001 to 333.54 80.21 having a name that is not distinguishable; 80.22 (2) A certified copy of a final decree of a court in this 80.23 state establishing the prior right of the applicant to the use 80.24 of the name in this state; or 80.25 (3) The applicant's affidavit that the corporation, limited 80.26 partnership, or limited liability company with the name that is 80.27 not distinguishable has been incorporated or on file in this 80.28 state for at least three years prior to the affidavit, if it is 80.29 a domestic corporation, limited partnership, or limited 80.30 liability company, or has been authorized or registered to do 80.31 business in this state for at least three years prior to the 80.32 affidavit, if it is a foreign corporation, limited partnership, 80.33 or limited liability company, or that the holder of a name filed 80.34 or registered with the secretary of state under sections 333.001 80.35 to 333.54 filed or registered that name at least three years 80.36 prior to the affidavit; that the corporation, limited 81.1 partnership, or limited liability company or holder has not 81.2 during the three-year period before the affidavit filed any 81.3 document with the secretary of state; that the applicant has 81.4 mailed written notice to the corporation, limited partnership, 81.5 or limited liability company or the holder of a name filed or 81.6 registered with the secretary of state under sections 333.001 to 81.7 333.54 by certified mail, return receipt requested, properly 81.8 addressed to the registered office of the corporation or limited 81.9 liability company or in care of the agent of the limited 81.10 partnership, or the address of the holder of a name filed or 81.11 registered with the secretary of state under sections 333.001 to 81.12 333.54, shown in the records of the secretary of state, stating 81.13 that the applicant intends to use a name that is not 81.14 distinguishable and the notice has been returned to the 81.15 applicant as undeliverable to the addressee corporation, limited 81.16 partnership, limited liability company, or holder of a name 81.17 filed or registered with the secretary of state under sections 81.18 333.001 to 333.54; that the applicant, after diligent inquiry, 81.19 has been unable to find any telephone listing for the 81.20 corporation, limited partnership, or limited liability company 81.21 with the name that is not distinguishable in the county in which 81.22 is located the registered office of the corporation, limited 81.23 partnership, or limited liability company shown in the records 81.24 of the secretary of state or has been unable to find any 81.25 telephone listing for the holder of a name filed or registered 81.26 with the secretary of state under sections 333.001 to 333.54 in 81.27 the county in which is located the address of the holder shown 81.28 in the records of the secretary of state; and that the applicant 81.29 has no knowledge that the corporation, limited partnership, 81.30 limited liability company, or holder of a name filed or 81.31 registered with the secretary of state under sections 333.001 to 81.32 333.54 is currently engaged in business in this state. 81.33 Sec. 110. Minnesota Statutes 2002, section 308A.121, 81.34 subdivision 1, is amended to read: 81.35 Subdivision 1. [NAME.] The name of a cooperative must 81.36 distinguish the cooperative upon the records in the Office of 82.1 the Secretary of State from the name of a domestic corporation, 82.2 whether profit or nonprofit, or a limited partnership, or a 82.3 foreign corporation or a limited partnership authorized or 82.4 registered to do business in this state, whether profit or 82.5 nonprofit, a limited liability company, whether domestic or 82.6 foreign, a limited liability partnership, whether domestic or 82.7 foreign, or a name the right to which is, at the time of 82.8 incorporation, reserved or provided for in sections 302A.117, 82.9 317A.117,322A.03321.109, 322B.125, or 333.001 to 333.54. 82.10 Sec. 111. Minnesota Statutes 2002, section 317A.115, 82.11 subdivision 2, is amended to read: 82.12 Subd. 2. [NAME MUST BE DISTINGUISHABLE.] (a) A corporate 82.13 name must be distinguishable upon the records in the Office of 82.14 the Secretary of State from the name of a domestic corporation 82.15 or limited partnership, a foreign corporation or limited 82.16 partnership authorized or registered to do business in this 82.17 state, whether profit or nonprofit, a limited liability company, 82.18 whether domestic or foreign, a limited liability partnership, 82.19 whether domestic or foreign, or a name the right to which is, at 82.20 the time of incorporation, reserved, registered, or provided for 82.21 in section 317A.117, 302A.117,322A.03321.109, 322B.125, or 82.22 sections 333.001 to 333.54, unless one of the following is filed 82.23 with the articles: 82.24 (1) the written consent of the organization having the name 82.25 that is not distinguishable; 82.26 (2) a certified copy of a final decree of a court in this 82.27 state establishing the prior right of the applicant to use its 82.28 corporate name in this state; or 82.29 (3) an affidavit of nonuse of the kind required by section 82.30 302A.115, subdivision 1, paragraph (d), clause (3). 82.31 (b) The secretary of state shall determine whether a name 82.32 is distinguishable from another name for purposes of this 82.33 section and section 317A.117. 82.34 (c) This subdivision does not affect the right of a 82.35 corporation existing on January 1, 1991, or a foreign 82.36 corporation authorized to do business in this state on that 83.1 date, to use its corporate name. 83.2 Sec. 112. Minnesota Statutes 2002, section 322B.12, 83.3 subdivision 1, is amended to read: 83.4 Subdivision 1. [REQUIREMENTS AND PROHIBITIONS.] The 83.5 limited liability company name must: 83.6 (1) be in the English language or in any other language 83.7 expressed in English letters or characters; 83.8 (2) contain the words "limited liability company," or must 83.9 contain the abbreviation "LLC" or, in the case of an 83.10 organization formed pursuant to chapter 319B, must meet the 83.11 requirements of section 319B.05 applicable to a limited 83.12 liability company; 83.13 (3) not contain the word corporation or incorporated and 83.14 must not contain the abbreviation of either or both of these 83.15 words; 83.16 (4) not contain a word or phrase that indicates or implies 83.17 that it is organized for a purpose other than a legal business 83.18 purpose; and 83.19 (5) be distinguishable upon the records in the Office of 83.20 the Secretary of State from the name of each domestic limited 83.21 liability company, limited liability partnership, corporation, 83.22 and limited partnership, whether profit or nonprofit, and each 83.23 foreign limited liability company, limited liability 83.24 partnership, corporation, and limited partnership authorized or 83.25 registered to do business in this state, whether profit or 83.26 nonprofit, and each name the right to which is, at the time of 83.27 organization, reserved as provided for in sections 302A.117, 83.28 317A.117,322A.03321.109, 322B.125, or 333.001 to 333.54, 83.29 unless there is filed with the articles of organization one of 83.30 the following: 83.31 (i) the written consent of the domestic limited liability 83.32 company, limited liability partnership, corporation, or limited 83.33 partnership or the foreign limited liability company, limited 83.34 liability partnership, corporation, or limited partnership 83.35 authorized or registered to do business in this state or the 83.36 holder of a reserved name or a name filed by or registered with 84.1 the secretary of state under sections 333.001 to 333.54 having a 84.2 name that is not distinguishable; 84.3 (ii) a certified copy of a final decree of a court in this 84.4 state establishing the prior right of the applicant to the use 84.5 of the name in this state; or 84.6 (iii) the applicant's affidavit that the limited liability 84.7 company, corporation, or limited partnership with the name that 84.8 is not distinguishable has been organized, incorporated, or on 84.9 file in this state for at least three years prior to the 84.10 affidavit, if it is a domestic limited liability company, 84.11 corporation, or limited partnership, or has been authorized or 84.12 registered to do business in this state for at least three years 84.13 prior to the affidavit, if it is a foreign limited liability 84.14 company, corporation, or limited partnership, or that the holder 84.15 of a name filed or registered with the secretary of state under 84.16 sections 333.001 to 333.54 filed or registered that name at 84.17 least three years prior to the affidavit, that the limited 84.18 liability company, corporation, or limited partnership or holder 84.19 has not during the three-year period before the affidavit filed 84.20 any document with the secretary of state; that the applicant has 84.21 mailed written notice to the limited liability company, 84.22 corporation, or limited partnership or the holder of a name 84.23 filed or registered with the secretary of state under sections 84.24 333.001 to 333.54 by certified mail, return receipt requested, 84.25 properly addressed to the registered office of the limited 84.26 liability company or corporation or in care of the agent of the 84.27 limited partnership, or the address of the holder of a name 84.28 filed or registered with the secretary of state under sections 84.29 333.001 to 333.54, shown in the records of the secretary of 84.30 state, stating that the applicant intends to use a name that is 84.31 not distinguishable and the notice has been returned to the 84.32 applicant as undeliverable to the addressee limited liability 84.33 company, corporation, or limited partnership or holder of a name 84.34 filed or registered with the secretary of state under sections 84.35 333.001 to 333.54; that the applicant, after diligent inquiry, 84.36 has been unable to find any telephone listing for the limited 85.1 liability company, corporation, or limited partnership with the 85.2 name that is not distinguishable in the county in which is 85.3 located the registered office of the limited liability company, 85.4 corporation, or limited partnership shown in the records of the 85.5 secretary of state or has been unable to find any telephone 85.6 listing for the holder of a name filed or registered with the 85.7 secretary of state under sections 333.001 to 333.54 in the 85.8 county in which is located the address of the holder shown in 85.9 the records of the secretary of state; and that the applicant 85.10 has no knowledge that the limited liability company, 85.11 corporation, or limited partnership or holder of a name filed or 85.12 registered with the secretary of state under sections 333.001 to 85.13 333.54 is currently engaged in business in this state.