2nd Engrossment - 83rd Legislature (2003 - 2004) Posted on 12/15/2009 12:00am
1.1 A bill for an act 1.2 relating to business organizations; enacting and 1.3 modifying the Uniform Limited Partnership Act of 2001; 1.4 providing transitional provisions; making conforming 1.5 changes; regulating the organization, structure, and 1.6 governance of business corporations, nonprofit 1.7 corporations, and limited liability companies; 1.8 appropriating money; amending Minnesota Statutes 2002, 1.9 sections 5.25, subdivision 1; 302A.011, subdivisions 1.10 21, 31, 49, 51, by adding subdivisions; 302A.111, 1.11 subdivision 2; 302A.115, subdivision 1; 302A.137; 1.12 302A.215; 302A.231, subdivisions 4, 6; 302A.401, 1.13 subdivision 3; 302A.402, subdivision 2; 302A.437, 1.14 subdivision 1; 302A.441; 302A.471, subdivisions 1, 3; 1.15 302A.473, subdivisions 3, 4; 302A.521, subdivision 1; 1.16 302A.651, subdivision 1; 302A.661, subdivision 2; 1.17 302A.723, subdivision 1; 308A.121, subdivision 1; 1.18 317A.011, subdivision 14, by adding a subdivision; 1.19 317A.115, subdivision 2; 317A.231, subdivisions 4, 5; 1.20 317A.447; 322B.03, subdivisions 36a, 45a; 322B.115, 1.21 subdivision 2; 322B.12, subdivision 1; 322B.155; 1.22 322B.346, subdivision 1; 322B.35, subdivision 1; 1.23 322B.383, subdivision 1; 322B.386, subdivisions 3, 4; 1.24 322B.40, subdivision 6; 322B.63; 322B.643, 1.25 subdivisions 4, 6; 322B.77, subdivision 2; 323A.1-01; 1.26 Minnesota Statutes 2003 Supplement, section 317A.443, 1.27 subdivision 2; proposing coding for new law in 1.28 Minnesota Statutes, chapters 302A; 322B; proposing 1.29 coding for new law as Minnesota Statutes, chapter 321; 1.30 repealing Minnesota Statutes 2002, sections 322A.01; 1.31 322A.02; 322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 1.32 322A.11; 322A.12; 322A.13; 322A.14; 322A.15; 322A.16; 1.33 322A.17; 322A.18; 322A.19; 322A.24; 322A.25; 322A.26; 1.34 322A.27; 322A.28; 322A.31; 322A.32; 322A.33; 322A.34; 1.35 322A.35; 322A.38; 322A.39; 322A.40; 322A.41; 322A.45; 1.36 322A.46; 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 1.37 322A.52; 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 1.38 322A.63; 322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 1.39 322A.71; 322A.72; 322A.73; 322A.74; 322A.75; 322A.76; 1.40 322A.761; 322A.79; 322A.80; 322A.81; 322A.82; 322A.85; 1.41 322A.86; 322A.87; 322A.88. 1.42 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 1.43 ARTICLE 1 2.1 GENERAL PROVISIONS 2.2 Section 1. [321.101] [SHORT TITLE.] 2.3 This chapter may be cited as the Uniform Limited 2.4 Partnership Act 2001. 2.5 Sec. 2. [321.102] [DEFINITIONS.] 2.6 In this chapter: 2.7 (1) "Certificate of limited partnership" means the 2.8 certificate required by section 321.201. The term includes the 2.9 certificate as amended or restated. 2.10 (2) "Contribution," except in the phrase "right of 2.11 contribution," means any benefit provided by a person to a 2.12 limited partnership in order to become a partner or in the 2.13 person's capacity as a partner. 2.14 (3) "Debtor in bankruptcy" means a person that is the 2.15 subject of: 2.16 (A) an order for relief under Title 11 of the United States 2.17 Code or a comparable order under a successor statute of general 2.18 application; or 2.19 (B) a comparable order under federal, state, or foreign law 2.20 governing insolvency. 2.21 (4) "Designated office" means: 2.22 (A) with respect to a limited partnership, the office that 2.23 the limited partnership is required to designate and maintain 2.24 under section 321.114; and 2.25 (B) with respect to a foreign limited partnership, its 2.26 principal office. 2.27 (5) "Distribution" means a transfer of money or other 2.28 property from a limited partnership to a partner in the 2.29 partner's capacity as a partner or to a transferee on account of 2.30 a transferable interest owned by the transferee. 2.31 (6) "Foreign limited liability limited partnership" means a 2.32 foreign limited partnership whose general partners have limited 2.33 liability for the obligations of the foreign limited partnership 2.34 under a provision similar to section 321.404(c). 2.35 (7) "Foreign limited partnership" means a partnership 2.36 formed under the laws of a jurisdiction other than this state 3.1 and required by those laws to have one or more general partners 3.2 and one or more limited partners. The term includes a foreign 3.3 limited liability limited partnership. 3.4 (8) "General partner" means: 3.5 (A) with respect to a limited partnership, a person that: 3.6 (i) becomes a general partner under section 321.401 and has 3.7 not become dissociated as a general partner under section 3.8 321.603; or 3.9 (ii) was a general partner in a limited partnership when 3.10 the limited partnership became subject to this chapter under 3.11 section 321.1206(b), (c), or (f) and has not become dissociated 3.12 as a general partner under section 321.603; and 3.13 (B) with respect to a foreign limited partnership, a person 3.14 that has rights, powers, and obligations similar to those of a 3.15 general partner in a limited partnership. 3.16 (9) "Limited liability limited partnership," except in the 3.17 phrases "foreign limited liability limited partnership" and 3.18 "limited partnership that is a limited liability limited 3.19 partnership under section 322A.88," means: 3.20 (A) a limited partnership whose certificate of limited 3.21 partnership states that the limited partnership is a limited 3.22 liability limited partnership; or 3.23 (B) a limited partnership that: 3.24 (i) became subject to this chapter under section 3.25 321.1206(b), (c), or (f); 3.26 (ii) immediately before becoming subject to this chapter 3.27 was a limited liability limited partnership under section 3.28 322A.88; and 3.29 (iii) since becoming subject to this chapter has not 3.30 amended its certificate of limited partnership to state that it 3.31 is not a limited liability limited partnership. 3.32 (10) "Limited partner" means: 3.33 (A) with respect to a limited partnership, a person that: 3.34 (i) becomes a limited partner under section 321.301 and has 3.35 not become dissociated as a limited partner under section 3.36 321.601; or 4.1 (ii) was a limited partner in a limited partnership when 4.2 the limited partnership became subject to this chapter under 4.3 section 321.1206(b), (c), or (f) and has not become dissociated 4.4 as a limited partner under section 321.601; and 4.5 (B) with respect to a foreign limited partnership, a person 4.6 that has rights, powers, and obligations similar to those of a 4.7 limited partner in a limited partnership. 4.8 (11) "Limited partnership," except in the phrases "foreign 4.9 limited partnership," "foreign limited liability limited 4.10 partnership," "limited partnership formed under chapter 322," 4.11 "limited partnership formed under chapter 322A," and "limited 4.12 partnership that is a limited liability limited partnership 4.13 under chapter 322A," means an entity, having one or more general 4.14 partners and one or more limited partners, which is formed under 4.15 this chapter by two or more persons or becomes subject to this 4.16 chapter under article 11 or section 321.1206(b), (c), or (f). 4.17 The term includes a limited liability limited partnership. 4.18 (12) "Partner" means a limited partner or general partner. 4.19 (13) "Partnership agreement" means the partners' agreement, 4.20 whether oral, implied, in a record, or in any combination, 4.21 concerning the limited partnership. The term includes the 4.22 agreement as amended. 4.23 (14) "Person" means an individual, corporation, business 4.24 trust, estate, trust, partnership, limited liability company, 4.25 association, joint venture, government; governmental 4.26 subdivision, agency, or instrumentality; public corporation, or 4.27 any other legal or commercial entity. 4.28 (15) "Person dissociated as a general partner" means a 4.29 person dissociated as a general partner of a limited partnership. 4.30 (16) "Principal office" means the office where the 4.31 principal executive office of a limited partnership or foreign 4.32 limited partnership is located, whether or not the office is 4.33 located in this state. 4.34 (17) "Record" means information that is inscribed on a 4.35 tangible medium or that is stored in an electronic or other 4.36 medium and is retrievable in perceivable form. 5.1 (18) "Required information" means the information that a 5.2 limited partnership is required to maintain under section 5.3 321.111. 5.4 (19) "Sign" means: 5.5 (A) to execute or adopt a tangible symbol with the present 5.6 intent to authenticate a record; or 5.7 (B) to attach or logically associate an electronic symbol, 5.8 sound, or process to or with a record with the present intent to 5.9 authenticate the record. 5.10 (20) "State" means a state of the United States, the 5.11 District of Columbia, Puerto Rico, the United States Virgin 5.12 Islands, or any territory or insular possession subject to the 5.13 jurisdiction of the United States. 5.14 (21) "Transfer" includes an assignment, conveyance, deed, 5.15 bill of sale, lease, mortgage, security interest, encumbrance, 5.16 gift, and transfer by operation of law. 5.17 (22) "Transferable interest" means a partner's right to 5.18 receive distributions. 5.19 (23) "Transferee" means, except in section 321.409, a 5.20 person to which all or part of a transferable interest has been 5.21 transferred, whether or not the transferor is a partner. 5.22 Sec. 3. [321.103] [KNOWLEDGE AND NOTICE.] 5.23 (a) A person knows a fact if the person has actual 5.24 knowledge of it. 5.25 (b) A person has notice of a fact if the person: 5.26 (1) knows of it; 5.27 (2) has received a notification of it; 5.28 (3) has reason to know it exists from all of the facts 5.29 known to the person at the time in question; or 5.30 (4) has notice of it under subsection (c) or (d). 5.31 (c) A certificate of limited partnership on file in the 5.32 office of the secretary of state is notice that the partnership 5.33 is a limited partnership and the persons designated in the 5.34 certificate as general partners are general partners. Except as 5.35 otherwise provided in subsections (d) and (i), the certificate 5.36 is not notice of any other fact. 6.1 (d) Subject to subsection (i), a person has notice of: 6.2 (1) another person's dissociation as a general partner, 90 6.3 days after the effective date of a filed amendment to the 6.4 certificate of limited partnership which states that the other 6.5 person has dissociated or 90 days after the effective date of a 6.6 filed statement of dissociation pertaining to the other person, 6.7 whichever occurs first; 6.8 (2) a limited partnership's dissolution, 90 days after the 6.9 effective date of a filed amendment to the certificate of 6.10 limited partnership stating that the limited partnership is 6.11 dissolved; 6.12 (3) a limited partnership's termination, 90 days after the 6.13 effective date of a filed statement of termination; 6.14 (4) a limited partnership's conversion under article 11, 90 6.15 days after the effective date of the filed articles of 6.16 conversion; or 6.17 (5) a merger under article 11, 90 days after the effective 6.18 date of the filed articles of merger. 6.19 (e) A person notifies or gives a notification to another 6.20 person by taking steps reasonably required to inform the other 6.21 person in ordinary course, whether or not the other person 6.22 learns of it. 6.23 (f) A person receives a notification when the notification: 6.24 (1) comes to the person's attention; or 6.25 (2) is delivered at the person's place of business or at 6.26 any other place held out by the person as a place for receiving 6.27 communications. 6.28 (g) Except as otherwise provided in subsection (h), a 6.29 person other than an individual knows, has notice, or receives a 6.30 notification of a fact for purposes of a particular transaction 6.31 when the individual conducting the transaction for the person 6.32 knows, has notice, or receives a notification of the fact, or in 6.33 any event when the fact would have been brought to the 6.34 individual's attention if the person had exercised reasonable 6.35 diligence. A person other than an individual exercises 6.36 reasonable diligence if it maintains reasonable routines for 7.1 communicating significant information to the individual 7.2 conducting the transaction for the person and there is 7.3 reasonable compliance with the routines. Reasonable diligence 7.4 does not require an individual acting for the person to 7.5 communicate information unless the communication is part of the 7.6 individual's regular duties or the individual has reason to know 7.7 of the transaction and that the transaction would be materially 7.8 affected by the information. 7.9 (h) A general partner's knowledge, notice, or receipt of a 7.10 notification of a fact relating to the limited partnership is 7.11 effective immediately as knowledge of, notice to, or receipt of 7.12 a notification by the limited partnership, except in the case of 7.13 a fraud on the limited partnership committed by or with the 7.14 consent of the general partner. A limited partner's knowledge, 7.15 notice, or receipt of a notification of a fact relating to the 7.16 limited partnership is not effective as knowledge of, notice to, 7.17 or receipt of a notification by the limited partnership. 7.18 (i) Notice otherwise effective under subsection (d) does 7.19 not affect the power of a person to transfer real property held 7.20 in the name of a limited partnership unless at the time of 7.21 transfer a certified copy of the relevant statement, amendment, 7.22 or articles, as filed with the secretary of state, has been 7.23 recorded in the Office of the County Recorder in the county in 7.24 which the real property affected by the statement, amendment, or 7.25 articles is located or, if the real property is registered under 7.26 chapter 508 or 508A, memorialized on the certificate of title 7.27 for that property. 7.28 Sec. 4. [321.104] [NATURE, PURPOSE, AND DURATION OF 7.29 ENTITY.] 7.30 (a) A limited partnership is an entity distinct from its 7.31 partners. A limited partnership is the same entity regardless 7.32 of whether its certificate states that the limited partnership 7.33 is a limited liability limited partnership. 7.34 (b) A limited partnership may be organized under this 7.35 chapter for any lawful purpose. 7.36 (c) A limited partnership has a perpetual duration. 8.1 Sec. 5. [321.105] [POWERS.] 8.2 A limited partnership has the powers to do all things 8.3 necessary or convenient to carry on its activities, including 8.4 the power to sue, be sued, and defend in its own name and to 8.5 maintain an action against a partner for harm caused to the 8.6 limited partnership by a breach of the partnership agreement or 8.7 violation of a duty to the partnership. 8.8 Sec. 6. [321.106] [GOVERNING LAW.] 8.9 The law of this state governs relations among the partners 8.10 of a limited partnership and between the partners and the 8.11 limited partnership and the liability of partners as partners 8.12 for an obligation of the limited partnership. 8.13 Sec. 7. [321.107] [SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF 8.14 INTEREST.] 8.15 (a) Unless displaced by particular provisions of this 8.16 chapter, the principles of law and equity supplement this 8.17 chapter. 8.18 (b) If an obligation to pay interest arises under this 8.19 chapter and the rate is not specified, the rate is that 8.20 specified in section 334.01. 8.21 Sec. 8. [321.108] [NAME.] 8.22 (a) The name of a limited partnership may contain the name 8.23 of any partner. 8.24 (b) The name of a limited partnership that is not a limited 8.25 liability limited partnership must contain the phrase "limited 8.26 partnership" or the abbreviation "L.P." or "LP" and may not 8.27 contain the phrase "limited liability limited partnership" or 8.28 the abbreviation "LLLP" or "L.L.L.P." 8.29 (c) Except as provided in section 321.1206(d)(1), the name 8.30 of a limited liability limited partnership must contain the 8.31 phrase "limited liability limited partnership" or the 8.32 abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain 8.33 the abbreviation "L.P." or "LP." 8.34 (d) The limited partnership name shall not contain a word 8.35 or phrase that indicates or implies that it is formed for a 8.36 purpose other than a legal purpose. 9.1 (e) The limited partnership name shall be distinguishable 9.2 upon the records in the Office of the Secretary of State from 9.3 the name of each domestic corporation, limited partnership, 9.4 limited liability partnership, and limited liability company, 9.5 whether profit or nonprofit, and each foreign corporation, 9.6 limited partnership, limited liability partnership, and limited 9.7 liability company authorized or registered to do business in 9.8 this state, whether profit or nonprofit, and each name the right 9.9 to which is, at the time of formation, reserved as provided for 9.10 in sections 302A.117, 322A.03, 322B.125, or 333.001 to 333.54, 9.11 unless there is filed with the certificate of limited 9.12 partnership one of the following: 9.13 (1) the written consent of the domestic corporation, 9.14 limited partnership, limited liability partnership, or limited 9.15 liability company, or the foreign corporation, limited 9.16 partnership, limited liability partnership, or limited liability 9.17 company authorized or registered to do business in this state or 9.18 the holder of a reserved name or a name filed by or registered 9.19 with the secretary of state under sections 333.001 to 333.54 9.20 having a name that is not distinguishable; 9.21 (2) a certified copy of a final decree of a court in this 9.22 state establishing the prior right of the applicant to the use 9.23 of the name in this state; or 9.24 (3) the applicant's affidavit that the corporation, limited 9.25 partnership, or limited liability company with the name that is 9.26 not distinguishable has been incorporated or on file in this 9.27 state for at least three years prior to the affidavit, if it is 9.28 a domestic corporation, limited partnership, or limited 9.29 liability company, or has been authorized or registered to do 9.30 business in this state for at least three years prior to the 9.31 affidavit, if it is a foreign corporation, limited partnership, 9.32 or limited liability company, or that the holder of a name filed 9.33 or registered with the secretary of state under sections 333.001 9.34 to 333.54 filed or registered that name at least three years 9.35 prior to the affidavit; that the corporation, limited 9.36 partnership, or limited liability company or holder has not 10.1 during the three-year period before the affidavit filed any 10.2 document with the secretary of state; that the applicant has 10.3 mailed written notice to the corporation, limited partnership, 10.4 or limited liability company or the holder of a name filed or 10.5 registered with the secretary of state under sections 333.001 to 10.6 333.54 by certified mail, return receipt requested, properly 10.7 addressed to the registered office of the corporation or limited 10.8 liability company or in care of the agent of the limited 10.9 partnership, or the address of the holder of a name filed or 10.10 registered with the secretary of state under sections 333.001 to 10.11 333.54, shown in the records of the secretary of state, stating 10.12 that the applicant intends to use a name that is not 10.13 distinguishable and the notice has been returned to the 10.14 applicant as undeliverable to the addressee corporation, limited 10.15 partnership, limited liability company, or holder of a name 10.16 filed or registered with the secretary of state under sections 10.17 333.001 to 333.54; that the applicant, after diligent inquiry, 10.18 has been unable to find any telephone listing for the 10.19 corporation, limited partnership, or limited liability company 10.20 with the name that is not distinguishable in the county in which 10.21 is located the registered office of the corporation, limited 10.22 partnership, or limited liability company shown in the records 10.23 of the secretary of state or has been unable to find any 10.24 telephone listing for the holder of a name filed or registered 10.25 with the secretary of state under sections 333.001 to 333.54 in 10.26 the county in which is located the address of the holder shown 10.27 in the records of the secretary of state; and that the applicant 10.28 has no knowledge that the corporation, limited partnership, 10.29 limited liability company, or holder of a name filed or 10.30 registered with the secretary of state under sections 333.001 to 10.31 333.54 is currently engaged in business in this state. 10.32 (f) The secretary of state shall determine whether a name 10.33 is distinguishable from another name for purposes of this 10.34 section and section 321.109. 10.35 (g) This section and section 321.109 do not abrogate or 10.36 limit the law of unfair competition or unfair practices; nor 11.1 sections 333.001 to 333.54; nor the laws of the United States 11.2 with respect to the right to acquire and protect copyrights, 11.3 trade names, trademarks, service names, service marks, or any 11.4 other rights to the exclusive use of names or symbols; nor 11.5 derogate the common law or the principles of equity. 11.6 (h) A limited partnership that is the surviving 11.7 organization in a merger with one or more other organizations, 11.8 or that is formed by the reorganization of one or more 11.9 organizations, or that acquires by sale, lease, or other 11.10 disposition to or exchange with an organization all or 11.11 substantially all of the assets of another organization, 11.12 including its name, may have the same name as that used in this 11.13 state by any of the other organizations, if the other 11.14 organization whose name is sought to be used was organized under 11.15 the laws of, or is authorized to transact business in, this 11.16 state. 11.17 (i) The use of a name by a limited partnership in violation 11.18 of this section does not affect or vitiate its existence, but a 11.19 court in this state may, upon application of the state or of a 11.20 person interested or affected, enjoin the limited partnership 11.21 from doing business under a name assumed in violation of this 11.22 section, although its certificate of limited partnership may 11.23 have been filed with the secretary of state and a certificate of 11.24 formation issued. 11.25 (j) A person doing business in this state may contest the 11.26 subsequent registration of a name with the Office of the 11.27 Secretary of State as provided in section 5.22. 11.28 Sec. 9. [321.109] [RESERVATION OF NAME.] 11.29 (a) The exclusive right to the use of a limited partnership 11.30 name otherwise permitted by section 321.108 may be reserved by: 11.31 (1) a person doing business in this state under that name; 11.32 (2) a person intending to form a limited partnership under 11.33 this chapter; 11.34 (3) a limited partnership intending to change its name; 11.35 (4) a foreign limited partnership intending to make 11.36 application for a certificate of authority to transact business 12.1 in this state; 12.2 (5) a foreign limited partnership authorized to transact 12.3 business in this state and intending to change its name; 12.4 (6) a person intending to form a limited partnership in 12.5 another state and intending to have the foreign limited 12.6 partnership make application for a certificate of authority to 12.7 transact business in this state; 12.8 (7) a foreign limited partnership formed under a name that 12.9 does not comply with section 321.108(b) or (c), but the name 12.10 reserved under this paragraph may differ from the foreign 12.11 limited partnership's name only to the extent necessary to 12.12 comply with section 321.108(b) and (c); or 12.13 (8) a foreign limited partnership doing business under that 12.14 name or a name not distinguishable from that name in one or more 12.15 states other than this state and not described in clause (4), 12.16 (5), (6), or (7). 12.17 (b) The reservation shall be made by delivering for filing 12.18 with the secretary of state a request that the name be 12.19 reserved. If the name is available for use by the applicant, 12.20 the secretary of state shall reserve the name for the exclusive 12.21 use of the applicant for a period of 12 months. The reservation 12.22 may be renewed for successive 12-month periods. 12.23 (c) The right to the exclusive use of a limited partnership 12.24 name reserved pursuant to this section may be transferred to 12.25 another person by or on behalf of the applicant for whom the 12.26 name was reserved by delivering for filing with the secretary of 12.27 state a notice of the transfer and specifying the name and 12.28 address of the transferee. 12.29 Sec. 10. [321.110] [EFFECT OF PARTNERSHIP AGREEMENT; 12.30 NONWAIVABLE PROVISIONS.] 12.31 (a) Except as otherwise provided in subsection (b), the 12.32 partnership agreement governs relations among the partners and 12.33 between the partners and the partnership. To the extent the 12.34 partnership agreement does not otherwise provide, this chapter 12.35 governs relations among the partners and between the partners 12.36 and the partnership. 13.1 (b) A partnership agreement may not: 13.2 (1) vary a limited partnership's power under section 13.3 321.105 to sue, be sued, and defend in its own name; 13.4 (2) vary the law applicable to a limited partnership under 13.5 section 321.106; 13.6 (3) vary the requirements of section 321.204; 13.7 (4) vary the information required under section 321.111 or 13.8 unreasonably restrict the right to information under section 13.9 321.304 or 321.407, but the partnership agreement may impose 13.10 reasonable restrictions on the availability and use of 13.11 information obtained under those sections and may define 13.12 appropriate remedies, including liquidated damages, for a breach 13.13 of any reasonable restriction on use; 13.14 (5) eliminate the duty of loyalty under section 321.408, 13.15 but the partnership agreement may: 13.16 (A) identify specific types or categories of activities 13.17 that do not violate the duty of loyalty, if not manifestly 13.18 unreasonable; and 13.19 (B) specify the number or percentage of partners which may 13.20 authorize or ratify, after full disclosure to all partners of 13.21 all material facts, a specific act or transaction that otherwise 13.22 would violate the duty of loyalty; 13.23 (6) unreasonably reduce the duty of care under section 13.24 321.408(c); 13.25 (7) eliminate the obligation of good faith and fair dealing 13.26 under sections 321.305(b) and 321.408(d), but the partnership 13.27 agreement may prescribe the standards by which the performance 13.28 of the obligation is to be measured, if the standards are not 13.29 manifestly unreasonable; 13.30 (8) vary the power of a person to dissociate as a general 13.31 partner under section 321.604(a) except to require that the 13.32 notice under section 321.603(1) be in a record; 13.33 (9) vary the power of a court to decree dissolution in the 13.34 circumstances specified in section 321.802; 13.35 (10) vary the requirement to wind up the partnership's 13.36 business as specified in section 321.803; 14.1 (11) unreasonably restrict the right to maintain an action 14.2 under article 10; 14.3 (12) restrict the right of a partner under section 14.4 321.1110(a) to approve a conversion or merger or the right of a 14.5 general partner under section 321.1110(b) to consent to an 14.6 amendment to the certificate of limited partnership which 14.7 deletes a statement that the limited partnership is a limited 14.8 liability limited partnership; or 14.9 (13) restrict rights under this chapter of a person other 14.10 than a partner or a transferee. 14.11 Sec. 11. [321.111] [REQUIRED INFORMATION.] 14.12 A limited partnership shall maintain at its designated 14.13 office the following information: 14.14 (1) a current list showing the full name and last known 14.15 street and mailing address of each partner, separately 14.16 identifying the general partners, in alphabetical order, and the 14.17 limited partners, in alphabetical order; 14.18 (2) a copy of the initial certificate of limited 14.19 partnership and all amendments to and restatements of the 14.20 certificate, together with signed copies of any powers of 14.21 attorney under which any certificate, amendment, or restatement 14.22 has been signed; 14.23 (3) a copy of any filed articles of conversion or merger; 14.24 (4) a copy of the limited partnership's federal, state, and 14.25 local income tax returns and reports, if any, for the three most 14.26 recent years; 14.27 (5) a copy of any partnership agreement made in a record 14.28 and any amendment made in a record to any partnership agreement; 14.29 (6) a copy of any financial statement of the limited 14.30 partnership for the three most recent years; 14.31 (7) a copy of the three most recent annual reports 14.32 delivered by the limited partnership to the secretary of state 14.33 pursuant to section 321.210; 14.34 (8) a copy of any record made by the limited partnership 14.35 during the past three years of any consent given by or vote 14.36 taken of any partner pursuant to this chapter or the partnership 15.1 agreement; and 15.2 (9) unless contained in a partnership agreement made in a 15.3 record, a record stating: 15.4 (A) the amount of cash, and a description and statement of 15.5 the agreed value of the other benefits, contributed and agreed 15.6 to be contributed by each partner; 15.7 (B) the times at which, or events on the happening of 15.8 which, any additional contributions agreed to be made by each 15.9 partner are to be made; 15.10 (C) for any person that is both a general partner and a 15.11 limited partner, a specification of what transferable interest 15.12 the person owns in each capacity; and 15.13 (D) any events upon the happening of which the limited 15.14 partnership is to be dissolved and its activities wound up. 15.15 Sec. 12. [321.112] [BUSINESS TRANSACTIONS OF PARTNER WITH 15.16 PARTNERSHIP.] 15.17 A partner may lend money to and transact other business 15.18 with the limited partnership and has the same rights and 15.19 obligations with respect to the loan or other transaction as a 15.20 person that is not a partner. 15.21 Sec. 13. [321.113] [DUAL CAPACITY.] 15.22 A person may be both a general partner and a limited 15.23 partner. A person that is both a general and limited partner 15.24 has the rights, powers, duties, and obligations provided by this 15.25 chapter and the partnership agreement in each of those 15.26 capacities. When the person acts as a general partner, the 15.27 person is subject to the obligations, duties and restrictions 15.28 under this chapter and the partnership agreement for general 15.29 partners. When the person acts as a limited partner, the person 15.30 is subject to the obligations, duties and restrictions under 15.31 this chapter and the partnership agreement for limited partners. 15.32 Sec. 14. [321.114] [OFFICE AND AGENT FOR SERVICE OF 15.33 PROCESS.] 15.34 (a) A limited partnership shall designate and continuously 15.35 maintain in this state: 15.36 (1) an office, which need not be a place of its activity in 16.1 this state; and 16.2 (2) an agent for service of process. 16.3 (b) A foreign limited partnership shall designate and 16.4 continuously maintain in this state an agent for service of 16.5 process. 16.6 (c) An agent for service of process of a limited 16.7 partnership or foreign limited partnership must be an individual 16.8 who is a resident of this state or other person authorized to do 16.9 business in this state. 16.10 Sec. 15. [321.115] [CHANGE OF DESIGNATED OFFICE OR AGENT 16.11 FOR SERVICE OF PROCESS.] 16.12 (a) In order to change its designated office, agent for 16.13 service of process, or the address of its agent for service of 16.14 process, a limited partnership or a foreign limited partnership 16.15 may deliver to the secretary of state for filing a statement of 16.16 change containing: 16.17 (1) the name of the limited partnership or foreign limited 16.18 partnership; 16.19 (2) if the current designated office is to be changed, the 16.20 street and mailing address of the new designated office; and 16.21 (3) if the current agent for service of process or an 16.22 address of the agent is to be changed, the new information. 16.23 (b) Subject to section 321.206(c), a statement of change is 16.24 effective when filed by the secretary of state. 16.25 Sec. 16. [321.116] [RESIGNATION OF AGENT FOR SERVICE OF 16.26 PROCESS.] 16.27 Subdivision 1. [RESIGNATION OF AGENT.] An agent of a 16.28 limited partnership or a foreign limited partnership may resign 16.29 by delivering for filing with the secretary of state a signed 16.30 written notice of resignation, including a statement that a 16.31 signed copy of the notice has been given to the limited 16.32 partnership at its principal office or to a legal representative 16.33 of the limited partnership. The appointment of the agent 16.34 terminates 30 days after the notice is filed by the secretary of 16.35 state. 16.36 Subd. 2. [CHANGE OF BUSINESS ADDRESS OR NAME OF AGENT.] If 17.1 the business address or name of an agent changes, the agent 17.2 shall change the address of the designated office or the name of 17.3 the agent, as the case may be, of each limited partnership or 17.4 foreign limited partnership represented by that agent by 17.5 delivering for filing with the secretary of state a change of 17.6 designated office statement signed by the agent, stating that a 17.7 copy of the statement has been mailed to each of those limited 17.8 partnerships or foreign limited partnerships or to the legal 17.9 representative of each of those limited partnerships or foreign 17.10 limited partnerships. 17.11 Sec. 17. [321.117] [SERVICE OF PROCESS.] 17.12 A process, notice, or demand required or permitted by law 17.13 to be served may be served as provided in section 5.25. 17.14 Sec. 18. [321.118] [CONSENT AND PROXIES OF PARTNERS.] 17.15 Action requiring the consent of partners under this chapter 17.16 may be taken without a meeting, and a partner may appoint a 17.17 proxy to consent or otherwise act for the partner by signing an 17.18 appointment record, either personally or by the partner's 17.19 attorney in fact. 17.20 ARTICLE 2 17.21 FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP 17.22 AND OTHER FILINGS 17.23 Sec. 19. [321.201] [FORMATION OF LIMITED PARTNERSHIP; 17.24 CERTIFICATE OF LIMITED PARTNERSHIP.] 17.25 (a) In order for a limited partnership to be formed, a 17.26 certificate of limited partnership must be delivered to the 17.27 secretary of state for filing. The certificate must state: 17.28 (1) the name of the limited partnership, which must comply 17.29 with section 321.108; 17.30 (2) the street and mailing address of the initial 17.31 designated office and the name and street and mailing address of 17.32 the initial agent for service of process; 17.33 (3) the name and the street and mailing address of each 17.34 general partner; 17.35 (4) whether the limited partnership is a limited liability 17.36 limited partnership; and 18.1 (5) any additional information required by article 11. 18.2 (b) A certificate of limited partnership may also contain 18.3 any other matters but may not vary or otherwise affect the 18.4 provisions specified in section 321.110(b) in a manner 18.5 inconsistent with that section. 18.6 (c) If there has been substantial compliance with 18.7 subsection (a), subject to section 321.206(c) a limited 18.8 partnership is formed when the secretary of state files the 18.9 certificate of limited partnership. 18.10 (d) Subject to subsection (b), if any provision of a 18.11 partnership agreement is inconsistent with the filed certificate 18.12 of limited partnership or with a filed statement of 18.13 dissociation, termination, or change or filed articles of 18.14 conversion or merger: 18.15 (1) the partnership agreement prevails as to partners and 18.16 transferees; and 18.17 (2) the filed certificate of limited partnership, statement 18.18 of dissociation, termination, or change or articles of 18.19 conversion or merger prevail as to persons, other than partners 18.20 and transferees, that reasonably rely on the filed record to 18.21 their detriment. 18.22 Sec. 20. [321.202] [AMENDMENT OR RESTATEMENT OF 18.23 CERTIFICATE.] 18.24 (a) In order to amend its certificate of limited 18.25 partnership, a limited partnership must deliver to the secretary 18.26 of state for filing an amendment or, pursuant to article 11, 18.27 articles of merger stating: 18.28 (1) the name of the limited partnership; 18.29 (2) the date of filing of its initial certificate; and 18.30 (3) the changes the amendment makes to the certificate as 18.31 most recently amended or restated. 18.32 (b) A limited partnership shall promptly deliver to the 18.33 secretary of state for filing an amendment to a certificate of 18.34 limited partnership to reflect: 18.35 (1) the admission of a new general partner; 18.36 (2) the dissociation of a person as a general partner; or 19.1 (3) the appointment of a person to wind up the limited 19.2 partnership's activities under section 321.803(c) or (d). 19.3 (c) A general partner that knows that any information in a 19.4 filed certificate of limited partnership was false when the 19.5 certificate was filed or has become false due to changed 19.6 circumstances shall promptly: 19.7 (1) cause the certificate to be amended; or 19.8 (2) if appropriate, deliver to the secretary of state for 19.9 filing a statement of change pursuant to section 321.115 or a 19.10 statement of correction pursuant to section 321.207. 19.11 (d) A certificate of limited partnership may be amended at 19.12 any time for any other proper purpose as determined by the 19.13 limited partnership. 19.14 (e) A restated certificate of limited partnership may be 19.15 delivered to the secretary of state for filing in the same 19.16 manner as an amendment. 19.17 (f) Subject to section 321.206(c), an amendment or restated 19.18 certificate is effective when filed by the secretary of state. 19.19 Sec. 21. [321.203] [STATEMENT OF TERMINATION.] 19.20 A dissolved limited partnership that has completed winding 19.21 up may deliver to the secretary of state for filing a statement 19.22 of termination that states: 19.23 (1) the name of the limited partnership; 19.24 (2) the date of filing of its initial certificate of 19.25 limited partnership; and 19.26 (3) any other information as determined by the general 19.27 partners filing the statement or by a person appointed pursuant 19.28 to section 321.803(c) or (d). 19.29 Sec. 22. [321.204] [SIGNING OF RECORDS.] 19.30 (a) Each record delivered to the secretary of state for 19.31 filing pursuant to this chapter must be signed in the following 19.32 manner: 19.33 (1) An initial certificate of limited partnership must be 19.34 signed by all general partners listed in the certificate. 19.35 (2) An amendment adding or deleting a statement that the 19.36 limited partnership is a limited liability limited partnership 20.1 must be signed by all general partners listed in the certificate. 20.2 (3) An amendment designating as general partner a person 20.3 admitted under section 321.801(3)(B) following the dissociation 20.4 of a limited partnership's last general partner must be signed 20.5 by that person. 20.6 (4) An amendment required by section 321.803(c) following 20.7 the appointment of a person to wind up the dissolved limited 20.8 partnership's activities must be signed by that person. 20.9 (5) Any other amendment must be signed by: 20.10 (A) at least one general partner listed in the certificate; 20.11 (B) each other person designated in the amendment as a new 20.12 general partner; and 20.13 (C) each person that the amendment indicates has 20.14 dissociated as a general partner, unless: 20.15 (i) the person is deceased or a guardian or general 20.16 conservator has been appointed for the person and the amendment 20.17 so states; or 20.18 (ii) the person has previously delivered to the secretary 20.19 of state for filing a statement of dissociation. 20.20 (6) A restated certificate of limited partnership must be 20.21 signed by at least one general partner listed in the 20.22 certificate, and, to the extent the restated certificate effects 20.23 a change under any other paragraph of this subsection, the 20.24 certificate must be signed in a manner that satisfies that 20.25 paragraph. 20.26 (7) A statement of termination must be signed by all 20.27 general partners listed in the certificate or, if the 20.28 certificate of a dissolved limited partnership lists no general 20.29 partners, by the person appointed pursuant to section 321.803(c) 20.30 or (d) to wind up the dissolved limited partnership's activities. 20.31 (8) Articles of conversion must be signed by each general 20.32 partner listed in the certificate of limited partnership. 20.33 (9) Articles of merger must be signed as provided in 20.34 section 321.1108(a). 20.35 (10) Any other record delivered on behalf of a limited 20.36 partnership to the secretary of state for filing must be signed 21.1 by at last one general partner listed in the certificate. 21.2 (11) A statement by a person pursuant to section 21.3 321.605(a)(4) stating that the person has dissociated as a 21.4 general partner must be signed by that person. 21.5 (12) A statement of withdrawal by a person pursuant to 21.6 section 321.306 must be signed by that person. 21.7 (13) A record delivered on behalf of a foreign limited 21.8 partnership to the secretary of state for filing must be signed 21.9 by at least one general partner of the foreign limited 21.10 partnership. 21.11 (14) Any other record delivered on behalf of any person to 21.12 the secretary of state for filing must be signed by that person. 21.13 (b) Any person may sign by an attorney in fact any record 21.14 to be filed pursuant to this chapter. 21.15 Sec. 23. [321.205] [SIGNING AND FILING PURSUANT TO 21.16 JUDICIAL ORDER.] 21.17 (a) If a person required by this chapter to sign a record 21.18 or deliver a record to the secretary of state for filing does 21.19 not do so, any other person that is aggrieved may petition the 21.20 district court to order: 21.21 (1) the person to sign the record; 21.22 (2) deliver the record to the secretary of state for 21.23 filing; or 21.24 (3) the secretary of state to file the record unsigned. 21.25 (b) If the person aggrieved under subsection (a) is not the 21.26 limited partnership or foreign limited partnership to which the 21.27 record pertains, the aggrieved person shall make the limited 21.28 partnership or foreign limited partnership a party to the 21.29 action. A person aggrieved under subsection (a) may seek the 21.30 remedies provided in subsection (a) in the same action in 21.31 combination or in the alternative. 21.32 (c) A record filed unsigned pursuant to this section is 21.33 effective without being signed. 21.34 Sec. 24. [321.206] [DELIVERY TO AND FILING OF RECORDS BY 21.35 SECRETARY OF STATE; EFFECTIVE TIME AND DATE.] 21.36 (a) A record authorized or required to be delivered to the 22.1 secretary of state for filing under this chapter must be 22.2 captioned to describe the record's purpose, be in a medium 22.3 permitted by the secretary of state, and be delivered to the 22.4 secretary of state. Unless the secretary of state determines 22.5 that a record does not comply with the filing requirements of 22.6 this chapter, and if the appropriate filing fees have been paid, 22.7 the secretary of state shall file the record and: 22.8 (1) for a statement of dissociation, send: 22.9 (A) a copy of the filed statement to the person which the 22.10 statement indicates has dissociated as a general partner; and 22.11 (B) a copy of the filed statement to the limited 22.12 partnership; 22.13 (2) for a statement of withdrawal, send: 22.14 (A) a copy of the filed statement to the person on whose 22.15 behalf the record was filed; and 22.16 (B) if the statement refers to an existing limited 22.17 partnership, a copy of the filed statement to the limited 22.18 partnership; and 22.19 (3) for all other records, send a copy of the filed record 22.20 to the person on whose behalf the record was filed. 22.21 (b) Upon request and payment of a fee, the secretary of 22.22 state shall send to the requester a certified copy of the 22.23 requested record. 22.24 (c) Except as otherwise provided in sections 321.116 and 22.25 321.207, a record delivered to the secretary of state for filing 22.26 under this chapter may specify an effective time and a delayed 22.27 effective date. Except as otherwise provided in this chapter, a 22.28 record filed by the secretary of state is effective: 22.29 (1) if the record does not specify an effective time and 22.30 does not specify a delayed effective date, on the date and at 22.31 the time the record is filed as evidenced by the secretary of 22.32 state's endorsement of the date and time on the record; 22.33 (2) if the record specifies an effective time but not a 22.34 delayed effective date, on the date the record is filed at the 22.35 time specified in the record; 22.36 (3) if the record specifies a delayed effective date but 23.1 not an effective time, at 12:01 a.m. on the earlier of: 23.2 (A) the specified date; or 23.3 (B) the 30th day after the record is filed; or 23.4 (4) if the record specifies an effective time and a delayed 23.5 effective date, at the specified time on the earlier of: 23.6 (A) the specified date; or 23.7 (B) the 30th day after the record is filed. 23.8 (d) The appropriate fees for filings under this chapter are: 23.9 (1) for filing a certificate of limited partnership, $100; 23.10 (2) for filing an amended certificate of limited 23.11 partnership, $50; 23.12 (3) for filing any other record required or permitted to be 23.13 delivered for filing, $35; 23.14 (4) for filing a certificate requesting authority to 23.15 transact business in Minnesota as a foreign limited partnership, 23.16 $85; 23.17 (5) for filing an application of reinstatement, $25; and 23.18 (6) for filing any other record required or permitted to be 23.19 delivered for filing on a foreign limited partnership authorized 23.20 to transact business in Minnesota, $50. 23.21 Sec. 25. [321.207] [CORRECTING FILED RECORD.] 23.22 A limited partnership or foreign limited partnership may 23.23 deliver to the secretary of state for filing articles of 23.24 correction pursuant to section 5.16, except that for the 23.25 purposes of section 321.103(c) and (d) the articles are 23.26 effective only as of the date they are filed. 23.27 Sec. 26. [321.208] [LIABILITY FOR FALSE INFORMATION IN 23.28 FILED RECORD.] 23.29 (a) If a record delivered to the secretary of state for 23.30 filing under this chapter and filed by the secretary of state 23.31 contains false information, a person that suffers loss by 23.32 reliance on the information may recover damages for the loss 23.33 from: 23.34 (1) a person that signed the record, or caused another to 23.35 sign it on the person's behalf, and knew the information to be 23.36 false at the time the record was signed; and 24.1 (2) a general partner that has notice that the information 24.2 was false when the record was filed or has become false because 24.3 of changed circumstances, if the general partner has notice for 24.4 a reasonably sufficient time before the information is relied 24.5 upon to enable the general partner to effect an amendment under 24.6 section 321.202, file a petition pursuant to section 321.205, or 24.7 deliver to the secretary of state for filing a statement of 24.8 change pursuant to section 321.115 or a statement of correction 24.9 pursuant to section 321.207. 24.10 (b) A person signing a record pursuant to this chapter is 24.11 subject to section 5.15. 24.12 Sec. 27. [321.210] [ANNUAL REPORT FOR SECRETARY OF STATE.] 24.13 (a) Subject to subsection (b): 24.14 (1) in each calendar year following the calendar year in 24.15 which a limited partnership becomes subject to this chapter, the 24.16 limited partnership must deliver to the secretary of state for 24.17 filing an annual registration containing the information 24.18 required by subsection (d); and 24.19 (2) in each calendar year following the calendar year in 24.20 which there is first on file with the secretary of state a 24.21 certificate of authority under section 321.904 pertaining to a 24.22 foreign limited partnership, the foreign limited partnership 24.23 must deliver to the secretary of state for filing an annual 24.24 registration containing the information required by subsection 24.25 (d). 24.26 (b) A limited partnership's obligation under subsection (a) 24.27 ends if the limited partnership delivers to the secretary of 24.28 state for filing a statement of termination under section 24.29 321.203 and the statement becomes effective under section 24.30 321.206. A foreign limited partnership's obligation under 24.31 subsection (a) ends if the secretary of state issues and files a 24.32 certificate of revocation under section 321.906 or if the 24.33 foreign limited partnership delivers to the secretary of state 24.34 for filing a notice of cancellation under section 321.907(a) and 24.35 that notice takes effect under section 321.206. If a foreign 24.36 limited partnership's obligations under subsection (a) end and 25.1 later the secretary of state files, pursuant to section 321.904, 25.2 a new certificate of authority pertaining to that foreign 25.3 limited partnership, subsection (a)(2), again applies to the 25.4 foreign limited partnership and, for the purposes of subsection 25.5 (a)(2), the calendar year of the new filing is treated as the 25.6 calendar year in which a certificate of authority is first on 25.7 file with the secretary of state. 25.8 (c) The annual registration must contain: 25.9 (1) the name of the limited partnership or foreign limited 25.10 partnership; 25.11 (2) the address of its designated office and the name and 25.12 street and mailing address of its agent for service of process 25.13 in Minnesota; 25.14 (3) in the case of a limited partnership, the street and 25.15 mailing address of its principal office; and 25.16 (4) in the case of a foreign limited partnership, the name 25.17 of the state or other jurisdiction under whose law the foreign 25.18 limited partnership is formed and any alternate name adopted 25.19 under section 321.905(a). 25.20 (d) The secretary of state shall: 25.21 (1) administratively dissolve under section 321.809 a 25.22 limited partnership that has failed to file a registration 25.23 pursuant to subsection (a); and 25.24 (2) revoke under section 321.906 the certificate of 25.25 authority of a foreign limited partnership that has failed to 25.26 file a registration pursuant to subsection (a). 25.27 ARTICLE 3 25.28 LIMITED PARTNERS 25.29 Sec. 28. [321.301] [BECOMING LIMITED PARTNER.] 25.30 A person becomes a limited partner: 25.31 (1) as provided in the partnership agreement; 25.32 (2) as the result of a conversion or merger under article 25.33 11; or 25.34 (3) with the consent of all the partners. 25.35 Sec. 29. [321.302] [NO RIGHT OR POWER AS LIMITED PARTNER 25.36 TO BIND LIMITED PARTNERSHIP.] 26.1 A limited partner does not have the right or the power as a 26.2 limited partner to act for or bind the limited partnership. 26.3 Sec. 30. [321.303] [NO LIABILITY AS LIMITED PARTNER FOR 26.4 LIMITED PARTNERSHIP OBLIGATIONS.] 26.5 An obligation of a limited partnership, whether arising in 26.6 contract, tort, or otherwise, is not the obligation of a limited 26.7 partner. A limited partner is not personally liable, directly 26.8 or indirectly, by way of contribution or otherwise, for an 26.9 obligation of the limited partnership solely by reason of being 26.10 a limited partner, even if the limited partner participates in 26.11 the management and control of the limited partnership. 26.12 Sec. 31. [321.304] [RIGHT OF LIMITED PARTNER AND FORMER 26.13 LIMITED PARTNER TO INFORMATION.] 26.14 (a) On ten days' demand, made in a record received by the 26.15 limited partnership, a limited partner may inspect and copy 26.16 required information during regular business hours in the 26.17 limited partnership's designated office. The limited partner 26.18 need not have any particular purpose for seeking the information. 26.19 (b) During regular business hours and at a reasonable 26.20 location specified by the limited partnership, a limited partner 26.21 may obtain from the limited partnership and inspect and copy 26.22 true and full information regarding the state of the activities 26.23 and financial condition of the limited partnership and other 26.24 information regarding the activities of the limited partnership 26.25 as is just and reasonable if: 26.26 (1) the limited partner seeks the information for a purpose 26.27 reasonably related to the partner's interest as a limited 26.28 partner; 26.29 (2) the limited partner makes a demand in a record received 26.30 by the limited partnership, describing with reasonable 26.31 particularity the information sought and the purpose for seeking 26.32 the information; and 26.33 (3) the information sought is directly connected to the 26.34 limited partner's purpose. 26.35 (c) Within ten days after receiving a demand pursuant to 26.36 subsection (b), the limited partnership in a record shall inform 27.1 the limited partner that made the demand: 27.2 (1) what information the limited partnership will provide 27.3 in response to the demand; 27.4 (2) when and where the limited partnership will provide the 27.5 information; and 27.6 (3) if the limited partnership declines to provide any 27.7 demanded information, the limited partnership's reasons for 27.8 declining. 27.9 (d) Subject to subsection (f), a person dissociated as a 27.10 limited partner may inspect and copy required information during 27.11 regular business hours in the limited partnership's designated 27.12 office if: 27.13 (1) the information pertains to the period during which the 27.14 person was a limited partner; 27.15 (2) the person seeks the information in good faith; and 27.16 (3) the person meets the requirements of subsection (b). 27.17 (e) The limited partnership shall respond to a demand made 27.18 pursuant to subsection (d) in the same manner as provided in 27.19 subsection (c). 27.20 (f) If a limited partner dies, section 321.704 applies. 27.21 (g) The limited partnership may impose reasonable 27.22 restrictions on the use of information obtained under this 27.23 section. In a dispute concerning the reasonableness of a 27.24 restriction under this subsection, the limited partnership has 27.25 the burden of proving reasonableness. 27.26 (h) A limited partnership may charge a person that makes a 27.27 demand under this section reasonable costs of copying, limited 27.28 to the costs of labor and material. 27.29 (i) Whenever this chapter or a partnership agreement 27.30 provides for a limited partner to give or withhold consent to a 27.31 matter, before the consent is given or withheld, the limited 27.32 partnership shall, without demand, provide the limited partner 27.33 with all information material to the limited partner's decision 27.34 that the limited partnership knows. 27.35 (j) A limited partner or person dissociated as a limited 27.36 partner may exercise the rights under this section through an 28.1 attorney or other agent. Any restriction imposed under 28.2 subsection (g) or by the partnership agreement applies both to 28.3 the attorney or other agent and to the limited partner or person 28.4 dissociated as a limited partner. 28.5 (k) The rights stated in this section do not extend to a 28.6 person as transferee, but may be exercised by the legal 28.7 representative of an individual under legal disability who is a 28.8 limited partner or person dissociated as a limited partner. 28.9 Sec. 32. [321.305] [LIMITED DUTIES OF LIMITED PARTNERS.] 28.10 (a) A limited partner does not have any fiduciary duty to 28.11 the limited partnership or to any other partner solely by reason 28.12 of being a limited partner. 28.13 (b) A limited partner shall discharge the duties to the 28.14 partnership and the other partners under this chapter or under 28.15 the partnership agreement and exercise any rights consistently 28.16 with the obligation of good faith and fair dealing. 28.17 (c) A limited partner does not violate a duty or obligation 28.18 under this chapter or under the partnership agreement merely 28.19 because the limited partner's conduct furthers the limited 28.20 partner's own interest. 28.21 Sec. 33. [321.306] [PERSON ERRONEOUSLY BELIEVING SELF TO 28.22 BE LIMITED PARTNER.] 28.23 (a) Except as otherwise provided in subsection (b), a 28.24 person that makes an investment in a business enterprise and 28.25 erroneously but in good faith believes that the person has 28.26 become a limited partner in the enterprise is not liable for the 28.27 enterprise's obligations by reason of making the investment, 28.28 receiving distributions from the enterprise, or exercising any 28.29 rights of or appropriate to a limited partner, if, on 28.30 ascertaining the mistake, the person: 28.31 (1) causes an appropriate certificate of limited 28.32 partnership, amendment, or statement of correction to be signed 28.33 and delivered to the secretary of state for filing; or 28.34 (2) withdraws from future participation as an owner in the 28.35 enterprise by signing and delivering to the secretary of state 28.36 for filing a statement of withdrawal under this section. 29.1 (b) A person that makes an investment described in 29.2 subsection (a) is liable to the same extent as a general partner 29.3 to any third party that enters into a transaction with the 29.4 enterprise, believing in good faith that the person is a general 29.5 partner, before the secretary of state files a statement of 29.6 withdrawal, certificate of limited partnership, amendment, or 29.7 statement of correction to show that the person is not a general 29.8 partner. 29.9 (c) If a person makes a diligent effort in good faith to 29.10 comply with subsection (a)(1) and is unable to cause the 29.11 appropriate certificate of limited partnership, amendment, or 29.12 statement of correction to be signed and delivered to the 29.13 secretary of state for filing, the person has the right to 29.14 withdraw from the enterprise pursuant to subsection (a)(2) even 29.15 if the withdrawal would otherwise breach an agreement with 29.16 others that are or have agreed to become co-owners of the 29.17 enterprise. 29.18 ARTICLE 4 29.19 GENERAL PARTNERS 29.20 Sec. 34. [321.401] [BECOMING GENERAL PARTNER.] 29.21 A person becomes a general partner: 29.22 (1) as provided in the partnership agreement; 29.23 (2) under section 321.801(3)(B) following the dissociation 29.24 of a limited partnership's last general partner; 29.25 (3) as the result of a conversion or merger under article 29.26 11; or 29.27 (4) with the consent of all the partners. 29.28 Sec. 35. [321.402] [GENERAL PARTNER AGENT OF LIMITED 29.29 PARTNERSHIP.] 29.30 (a) Each general partner is an agent of the limited 29.31 partnership for the purposes of its activities. An act of a 29.32 general partner, including the signing of a record in the 29.33 partnership's name, for apparently carrying on in the ordinary 29.34 course the limited partnership's activities or activities of the 29.35 kind carried on by the limited partnership binds the limited 29.36 partnership, unless the general partner did not have authority 30.1 to act for the limited partnership in the particular matter and 30.2 the person with which the general partner was dealing knew, had 30.3 received a notification, or had notice under section 321.103(d) 30.4 that the general partner lacked authority. 30.5 (b) An act of a general partner which is not apparently for 30.6 carrying on in the ordinary course the limited partnership's 30.7 activities or activities of the kind carried on by the limited 30.8 partnership binds the limited partnership only if the act was 30.9 actually authorized by all the other partners. 30.10 Sec. 36. [321.403] [LIMITED PARTNERSHIP LIABLE FOR GENERAL 30.11 PARTNER'S ACTIONABLE CONDUCT.] 30.12 (a) A limited partnership is liable for loss or injury 30.13 caused to a person, or for a penalty incurred, as a result of a 30.14 wrongful act or omission, or other actionable conduct, of a 30.15 general partner acting in the ordinary course of activities of 30.16 the limited partnership or with authority of the limited 30.17 partnership. 30.18 (b) If, in the course of the limited partnership's 30.19 activities or while acting with authority of the limited 30.20 partnership, a general partner receives or causes the limited 30.21 partnership to receive money or property of a person not a 30.22 partner, and the money or property is misapplied by a general 30.23 partner, the limited partnership is liable for the loss. 30.24 Sec. 37. [321.404] [GENERAL PARTNER'S LIABILITY.] 30.25 (a) Except as otherwise provided in subsections (b) and 30.26 (c), all general partners are liable jointly and severally for 30.27 all obligations of the limited partnership unless otherwise 30.28 agreed by the claimant or provided by law. 30.29 (b) A person that becomes a general partner of an existing 30.30 limited partnership is not personally liable for an obligation 30.31 of a limited partnership incurred before the person became a 30.32 general partner. 30.33 (c) An obligation of a limited partnership incurred while 30.34 the limited partnership is a limited liability limited 30.35 partnership, whether arising in contract, tort, or otherwise, is 30.36 solely the obligation of the limited partnership. A general 31.1 partner is not personally liable, directly or indirectly, by way 31.2 of contribution or otherwise, for such an obligation solely by 31.3 reason of being or acting as a general partner. This subsection 31.4 applies despite anything inconsistent in the partnership 31.5 agreement that existed immediately before the consent required 31.6 to become a limited liability limited partnership under section 31.7 321.406(b)(2). 31.8 Sec. 38. [321.405] [ACTIONS BY AND AGAINST PARTNERSHIP AND 31.9 PARTNERS.] 31.10 (a) To the extent not inconsistent with section 321.404, a 31.11 general partner may be joined in an action against the limited 31.12 partnership or named in a separate action. 31.13 (b) A judgment against a limited partnership is not by 31.14 itself a judgment against a general partner. A judgment against 31.15 a limited partnership may not be satisfied from a general 31.16 partner's assets unless there is also a judgment against the 31.17 general partner. 31.18 (c) A judgment creditor of a general partner may not levy 31.19 execution against the assets of the general partner to satisfy a 31.20 judgment based on a claim against the limited partnership, 31.21 unless the partner is personally liable for the claim under 31.22 section 321.404 and: 31.23 (1) a judgment based on the same claim has been obtained 31.24 against the limited partnership and a writ of execution on the 31.25 judgment has been returned unsatisfied in whole or in part; 31.26 (2) the limited partnership is a debtor in bankruptcy; 31.27 (3) the general partner has agreed that the creditor need 31.28 not exhaust limited partnership assets; 31.29 (4) a court grants permission to the judgment creditor to 31.30 levy execution against the assets of a general partner based on 31.31 a finding that limited partnership assets subject to execution 31.32 are clearly insufficient to satisfy the judgment, that 31.33 exhaustion of limited partnership assets is excessively 31.34 burdensome, or that the grant of permission is an appropriate 31.35 exercise of the court's equitable powers; or 31.36 (5) liability is imposed on the general partner by law or 32.1 contract independent of the existence of the limited partnership. 32.2 Sec. 39. [321.406] [MANAGEMENT RIGHTS OF GENERAL PARTNER.] 32.3 (a) Each general partner has equal rights in the management 32.4 and conduct of the limited partnership's activities. Except as 32.5 expressly provided in this chapter, any matter relating to the 32.6 activities of the limited partnership may be exclusively decided 32.7 by the general partner or, if there is more than one general 32.8 partner, by a majority of the general partners. 32.9 (b) The consent of each partner is necessary to: 32.10 (1) amend the partnership agreement; 32.11 (2) amend the certificate of limited partnership to add or, 32.12 subject to section 321.1110, delete a statement that the limited 32.13 partnership is a limited liability limited partnership; and 32.14 (3) sell, lease, exchange, or otherwise dispose of all, or 32.15 substantially all, of the limited partnership's property, with 32.16 or without the good will, other than in the usual and regular 32.17 course of the limited partnership's activities. 32.18 (c) A limited partnership shall reimburse a general partner 32.19 for payments made and indemnify a general partner for 32.20 liabilities incurred by the general partner in the ordinary 32.21 course of the activities of the partnership or for the 32.22 preservation of its activities or property. 32.23 (d) A limited partnership shall reimburse a general partner 32.24 for an advance to the limited partnership beyond the amount of 32.25 capital the general partner agreed to contribute. 32.26 (e) A payment or advance made by a general partner which 32.27 gives rise to an obligation of the limited partnership under 32.28 subsection (c) or (d) constitutes a loan to the limited 32.29 partnership which accrues interest from the date of the payment 32.30 or advance. 32.31 (f) A general partner is not entitled to remuneration for 32.32 services performed for the partnership. 32.33 Sec. 40. [321.407] [RIGHT OF GENERAL PARTNER AND FORMER 32.34 GENERAL PARTNER TO INFORMATION.] 32.35 (a) A general partner, without having any particular 32.36 purpose for seeking the information, may inspect and copy during 33.1 regular business hours: 33.2 (1) in the limited partnership's designated office, 33.3 required information; and 33.4 (2) at a reasonable location specified by the limited 33.5 partnership, any other records maintained by the limited 33.6 partnership regarding the limited partnership's activities and 33.7 financial condition. 33.8 (b) Each general partner and the limited partnership shall 33.9 furnish to a general partner: 33.10 (1) without demand, any information concerning the limited 33.11 partnership's activities and financial condition reasonably 33.12 required for the proper exercise of the general partner's rights 33.13 and duties under the partnership agreement or this chapter; and 33.14 (2) on demand, any other information concerning the limited 33.15 partnership's activities, except to the extent the demand or the 33.16 information demanded is unreasonable or otherwise improper under 33.17 the circumstances. 33.18 (c) Subject to subsection (e), on ten days' demand made in 33.19 a record received by the limited partnership, a person 33.20 dissociated as a general partner may have access to the 33.21 information and records described in subsection (a) at the 33.22 location specified in subsection (a) if: 33.23 (1) the information or record pertains to the period during 33.24 which the person was a general partner; 33.25 (2) the person seeks the information or record in good 33.26 faith; and 33.27 (3) the person satisfies the requirements imposed on a 33.28 limited partner by section 321.304(b). 33.29 (d) The limited partnership shall respond to a demand made 33.30 pursuant to subsection (c) in the same manner as provided in 33.31 section 321.304(c). 33.32 (e) If a general partner dies, section 321.704 applies. 33.33 (f) The limited partnership may impose reasonable 33.34 restrictions on the use of information under this section. In 33.35 any dispute concerning the reasonableness of a restriction under 33.36 this subsection, the limited partnership has the burden of 34.1 proving reasonableness. 34.2 (g) A limited partnership may charge a person dissociated 34.3 as a general partner that makes a demand under this section 34.4 reasonable costs of copying, limited to the costs of labor and 34.5 material. 34.6 (h) A general partner or person dissociated as a general 34.7 partner may exercise the rights under this section through an 34.8 attorney or other agent. Any restriction imposed under 34.9 subsection (f) or by the partnership agreement applies both to 34.10 the attorney or other agent and to the general partner or person 34.11 dissociated as a general partner. 34.12 (i) The rights under this section do not extend to a person 34.13 as transferee, but the rights under subsection (c) of a person 34.14 dissociated as a general may be exercised by the legal 34.15 representative of an individual who dissociated as a general 34.16 partner under section 321.603(7)(B) or (C). 34.17 Sec. 41. [321.408] [GENERAL STANDARDS OF GENERAL PARTNER'S 34.18 CONDUCT.] 34.19 (a) The only fiduciary duties that a general partner has to 34.20 the limited partnership and the other partners are the duties of 34.21 loyalty and care under subsections (b) and (c). 34.22 (b) A general partner's duty of loyalty to the limited 34.23 partnership and the other partners is limited to the following: 34.24 (1) to account to the limited partnership and hold as 34.25 trustee for it any property, profit, or benefit derived by the 34.26 general partner in the conduct and winding up of the limited 34.27 partnership's activities or derived from a use by the general 34.28 partner of limited partnership property, including the 34.29 appropriation of a limited partnership opportunity; 34.30 (2) to refrain from dealing with the limited partnership in 34.31 the conduct or winding up of the limited partnership's 34.32 activities as or on behalf of a party having an interest adverse 34.33 to the limited partnership; and 34.34 (3) to refrain from competing with the limited partnership 34.35 in the conduct or winding up of the limited partnership's 34.36 activities. 35.1 (c) A general partner's duty of care to the limited 35.2 partnership and the other partners in the conduct and winding up 35.3 of the limited partnership's activities is limited to refraining 35.4 from engaging in grossly negligent or reckless conduct, 35.5 intentional misconduct, or a knowing violation of law. 35.6 (d) A general partner shall discharge the duties to the 35.7 partnership and the other partners under this chapter or under 35.8 the partnership agreement and exercise any rights consistently 35.9 with the obligation of good faith and fair dealing. 35.10 (e) A general partner does not violate a duty or obligation 35.11 under this chapter or under the partnership agreement merely 35.12 because the general partner's conduct furthers the general 35.13 partner's own interest. 35.14 Sec. 42. [321.409] [TRANSFER OF PARTNERSHIP PROPERTY.] 35.15 (a) Subject to the effect of a notification effective under 35.16 section 321.103(d) and (i), property held in the name of a 35.17 limited partnership may be transferred by an instrument of 35.18 transfer executed by a general partner in the limited 35.19 partnership name. 35.20 (b) Where a transfer has been made to an initial transferee 35.21 through an instrument of transfer effective under subsection 35.22 (a), a limited partnership may recover the transferred limited 35.23 partnership property from a transferee only if: 35.24 (1) the limited partnership proves that execution of the 35.25 instrument of initial transfer did not bind the partnership 35.26 under section 321.402; and 35.27 (2) as to a subsequent transferee who gave value for the 35.28 property, the limited partnership proves that the subsequent 35.29 transferee knew or had received a notification that the person 35.30 who executed the instrument of initial transfer lacked authority 35.31 to bind the partnership. 35.32 (c) A partnership may not recover partnership property from 35.33 a subsequent transferee if the partnership would not have been 35.34 entitled to recover the property, under subsection (b), from any 35.35 earlier transferee of the property. 35.36 (d) This section does not affect the power of a person 36.1 dissociated as a general partner to bind a limited partnership 36.2 under sections 321.606(a) and 321.804(b). 36.3 ARTICLE 5 36.4 CONTRIBUTIONS AND DISTRIBUTIONS 36.5 Sec. 43. [321.501] [FORM OF CONTRIBUTION.] 36.6 A contribution of a partner may consist of tangible or 36.7 intangible property or other benefit to the limited partnership, 36.8 including money, services performed, promissory notes, other 36.9 agreements to contribute cash or property, and contracts for 36.10 services to be performed. 36.11 Sec. 44. [321.502] [LIABILITY FOR CONTRIBUTION.] 36.12 (a) A partner's obligation to contribute money or other 36.13 property or other benefit to, or to perform services for, a 36.14 limited partnership is not excused by the partner's death, 36.15 disability, or other inability to perform personally. 36.16 (b) If a partner does not make a promised nonmonetary 36.17 contribution, the partner is obligated at the option of the 36.18 limited partnership to contribute money equal to that portion of 36.19 the value, as stated in the required information, of the stated 36.20 contribution which has not been made. 36.21 (c) The obligation of a partner to make a contribution or 36.22 return money or other property paid or distributed in violation 36.23 of this chapter may be compromised only by consent of all 36.24 partners. A creditor of a limited partnership which extends 36.25 credit or otherwise acts in reliance on an obligation described 36.26 in subsection (a), without notice of any compromise under this 36.27 subsection, may enforce the original obligation. 36.28 Sec. 45. [321.503] [SHARING OF DISTRIBUTIONS.] 36.29 A distribution by a limited partnership must be shared 36.30 among the partners on the basis of the value, as stated in the 36.31 required information when the limited partnership decides to 36.32 make the distribution, of the contributions the limited 36.33 partnership has received from each partner. 36.34 Sec. 46. [321.504] [INTERIM DISTRIBUTIONS.] 36.35 A partner does not have a right to any distribution before 36.36 the dissolution and winding up of the limited partnership unless 37.1 the limited partnership decides to make an interim distribution. 37.2 Sec. 47. [321.505] [NO DISTRIBUTION ON ACCOUNT OF 37.3 DISSOCIATION.] 37.4 A person does not have a right to receive a distribution on 37.5 account of dissociation. 37.6 Sec. 48. [321.506] [DISTRIBUTION IN KIND.] 37.7 A partner does not have a right to demand or receive any 37.8 distribution from a limited partnership in any form other than 37.9 cash. Subject to section 321.812(b), a limited partnership may 37.10 distribute an asset in kind to the extent each partner receives 37.11 a percentage of the asset equal to the partner's share of 37.12 distributions. 37.13 Sec. 49. [321.507] [RIGHT TO DISTRIBUTION.] 37.14 When a partner or transferee becomes entitled to receive a 37.15 distribution, the partner or transferee has the status of, and 37.16 is entitled to all remedies available to, a creditor of the 37.17 limited partnership with respect to the distribution. However, 37.18 the limited partnership's obligation to make a distribution is 37.19 subject to offset for any amount owed to the limited partnership 37.20 by the partner or dissociated partner on whose account the 37.21 distribution is made. 37.22 Sec. 50. [321.508] [LIMITATIONS ON DISTRIBUTION.] 37.23 (a) A limited partnership may not make a distribution in 37.24 violation of the partnership agreement. 37.25 (b) A limited partnership may not make a distribution if 37.26 after the distribution: 37.27 (1) the limited partnership would not be able to pay its 37.28 debts as they become due in the ordinary course of the limited 37.29 partnership's activities; or 37.30 (2) the limited partnership's total assets would be less 37.31 than the sum of its total liabilities plus the amount that would 37.32 be needed, if the limited partnership were to be dissolved, 37.33 wound up, and terminated at the time of the distribution, to 37.34 satisfy the preferential rights upon dissolution, winding up, 37.35 and termination of partners whose preferential rights are 37.36 superior to those of persons receiving the distribution. 38.1 (c) A limited partnership may base a determination that a 38.2 distribution is not prohibited under subsection (b) on financial 38.3 statements prepared on the basis of accounting practices and 38.4 principles that are reasonable in the circumstances or on a fair 38.5 valuation or other method that is reasonable in the 38.6 circumstances. 38.7 (d) Except as otherwise provided in subsection (g), the 38.8 effect of a distribution under subsection (b) is measured: 38.9 (1) in the case of distribution by purchase, redemption, or 38.10 other acquisition of a transferable interest in the limited 38.11 partnership, as of the date money or other property is 38.12 transferred or debt incurred by the limited partnership; and 38.13 (2) in all other cases, as of the date: 38.14 (A) the distribution is authorized, if the payment occurs 38.15 within 120 days after that date; or 38.16 (B) the payment is made, if payment occurs more than 120 38.17 days after the distribution is authorized. 38.18 (e) A limited partnership's indebtedness to a partner 38.19 incurred by reason of a distribution made in accordance with 38.20 this section is at parity with the limited partnership's 38.21 indebtedness to its general, unsecured creditors. 38.22 (f) A limited partnership's indebtedness, including 38.23 indebtedness issued in connection with or as part of a 38.24 distribution, is not considered a liability for purposes of 38.25 subsection (b) if the terms of the indebtedness provide that 38.26 payment of principal and interest are made only to the extent 38.27 that a distribution could then be made to partners under this 38.28 section. 38.29 (g) If indebtedness is issued as a distribution, each 38.30 payment of principal or interest on the indebtedness is treated 38.31 as a distribution, the effect of which is measured on the date 38.32 the payment is made. 38.33 Sec. 51. [321.509] [LIABILITY FOR IMPROPER DISTRIBUTIONS.] 38.34 (a) A general partner that consents to a distribution made 38.35 in violation of section 321.508 is personally liable to the 38.36 limited partnership for the amount of the distribution which 39.1 exceeds the amount that could have been distributed without the 39.2 violation if it is established that in consenting to the 39.3 distribution the general partner failed to comply with section 39.4 321.408. 39.5 (b) A partner or transferee that received a distribution 39.6 knowing that the distribution to that partner or transferee was 39.7 made in violation of section 321.508 is personally liable to the 39.8 limited partnership but only to the extent that the distribution 39.9 received by the partner or transferee exceeded the amount that 39.10 could have been properly paid under section 321.508. 39.11 (c) A general partner against which an action is commenced 39.12 under subsection (a) may: 39.13 (1) implead in the action any other person that is liable 39.14 under subsection (a) and compel contribution from the person; 39.15 and 39.16 (2) implead in the action any person that received a 39.17 distribution in violation of subsection (b) and compel 39.18 contribution from the person in the amount the person received 39.19 in violation of subsection (b). 39.20 (d) An action under this section is barred if it is not 39.21 commenced within two years after the distribution. 39.22 ARTICLE 6 39.23 DISSOCIATION 39.24 Sec. 52. [321.601] [DISSOCIATION AS LIMITED PARTNER.] 39.25 (a) A person does not have a right to dissociate as a 39.26 limited partner before the termination of the limited 39.27 partnership. 39.28 (b) A person is dissociated from a limited partnership as a 39.29 limited partner upon the occurrence of any of the following 39.30 events: 39.31 (1) the limited partnership's having notice of the person's 39.32 express will to withdraw as a limited partner or on a later date 39.33 specified by the person; 39.34 (2) an event agreed to in the partnership agreement as 39.35 causing the person's dissociation as a limited partner; 39.36 (3) the person's expulsion as a limited partner pursuant to 40.1 the partnership agreement; 40.2 (4) the person's expulsion as a limited partner by the 40.3 unanimous consent of the other partners if: 40.4 (A) it is unlawful to carry on the limited partnership's 40.5 activities with the person as a limited partner; 40.6 (B) there has been a transfer of all of the person's 40.7 transferable interest in the limited partnership, other than a 40.8 transfer for security purposes, or a court order charging the 40.9 person's interest, which has not been foreclosed; 40.10 (C) the person is a corporation and, within 90 days after 40.11 the limited partnership notifies the person that it will be 40.12 expelled as a limited partner because it has filed a certificate 40.13 of dissolution or the equivalent, its charter has been revoked, 40.14 or its right to conduct business has been suspended by the 40.15 jurisdiction of its incorporation, there is no revocation of the 40.16 certificate of dissolution or no reinstatement of its charter or 40.17 its right to conduct business; or 40.18 (D) the person is a limited liability company or 40.19 partnership that has been dissolved and whose business is being 40.20 wound up; 40.21 (5) on application by the limited partnership, the person's 40.22 expulsion as a limited partner by judicial order because: 40.23 (A) the person engaged in wrongful conduct that adversely 40.24 and materially affected the limited partnership's activities; 40.25 (B) the person willfully or persistently committed a 40.26 material breach of the partnership agreement or of the 40.27 obligation of good faith and fair dealing under section 40.28 321.305(b); or 40.29 (C) the person engaged in conduct relating to the limited 40.30 partnership's activities which makes it not reasonably 40.31 practicable to carry on the activities with the person as 40.32 limited partner; 40.33 (6) in the case of a person who is an individual, the 40.34 person's death; 40.35 (7) in the case of a person that is a trust or is acting as 40.36 a limited partner by virtue of being a trustee of a trust, 41.1 distribution of the trust's entire transferable interest in the 41.2 limited partnership, but not merely by reason of the 41.3 substitution of a successor trustee; 41.4 (8) in the case of a person that is an estate or is acting 41.5 as a limited partner by virtue of being a personal 41.6 representative of an estate, distribution of the estate's entire 41.7 transferable interest in the limited partnership, but not merely 41.8 by reason of the substitution of a successor personal 41.9 representative; 41.10 (9) termination of a limited partner that is not an 41.11 individual, partnership, limited liability company, corporation, 41.12 trust, or estate; 41.13 (10) the limited partnership's participation in a 41.14 conversion or merger under article 11, if the limited 41.15 partnership: 41.16 (A) is not the converted or surviving entity; or 41.17 (B) is the converted or surviving entity but, as a result 41.18 of the conversion or merger, the person ceases to be a limited 41.19 partner. 41.20 Sec. 53. [321.602] [EFFECT OF DISSOCIATION AS LIMITED 41.21 PARTNER.] 41.22 (a) Upon a person's dissociation as a limited partner: 41.23 (1) subject to section 321.704, the person does not have 41.24 further rights as a limited partner; 41.25 (2) the person's obligation of good faith and fair dealing 41.26 as a limited partner under section 321.305(b) continues only as 41.27 to matters arising and events occurring before the dissociation; 41.28 and 41.29 (3) subject to section 321.704 and article 11, any 41.30 transferable interest owned by the person in the person's 41.31 capacity as a limited partner immediately before dissociation is 41.32 owned by the person as a mere transferee. 41.33 (b) A person's dissociation as a limited partner does not 41.34 of itself discharge the person from any obligation to the 41.35 limited partnership or the other partners which the person 41.36 incurred while a limited partner. 42.1 Sec. 54. [321.603] [DISSOCIATION AS GENERAL PARTNER.] 42.2 A person is dissociated from a limited partnership as a 42.3 general partner upon the occurrence of any of the following 42.4 events: 42.5 (1) the limited partnership's having notice of the person's 42.6 express will to withdraw as a general partner or on a later date 42.7 specified by the person; 42.8 (2) an event agreed to in the partnership agreement as 42.9 causing the person's dissociation as a general partner; 42.10 (3) the person's expulsion as a general partner pursuant to 42.11 the partnership agreement; 42.12 (4) the person's expulsion as a general partner by the 42.13 unanimous consent of the other partners if: 42.14 (A) it is unlawful to carry on the limited partnership's 42.15 activities with the person as a general partner; 42.16 (B) there has been a transfer of all or substantially all 42.17 of the person's transferable interest in the limited 42.18 partnership, other than a transfer for security purposes, or a 42.19 court order charging the person's interest, which has not been 42.20 foreclosed; 42.21 (C) the person is a corporation and, within 90 days after 42.22 the limited partnership notifies the person that it will be 42.23 expelled as a general partner because it has filed a certificate 42.24 of dissolution or the equivalent, its charter has been revoked, 42.25 or its right to conduct business has been suspended by the 42.26 jurisdiction of its incorporation, there is no revocation of the 42.27 certificate of dissolution or no reinstatement of its charter or 42.28 its right to conduct business; or 42.29 (D) the person is a limited liability company or 42.30 partnership that has been dissolved and whose business is being 42.31 wound up; 42.32 (5) on application by the limited partnership, the person's 42.33 expulsion as a general partner by judicial determination because: 42.34 (A) the person engaged in wrongful conduct that adversely 42.35 and materially affected the limited partnership activities; 42.36 (B) the person willfully or persistently committed a 43.1 material breach of the partnership agreement or of a duty owed 43.2 to the partnership or the other partners under section 321.408; 43.3 or 43.4 (C) the person engaged in conduct relating to the limited 43.5 partnership's activities which makes it not reasonably 43.6 practicable to carry on the activities of the limited 43.7 partnership with the person as a general partner; 43.8 (6) the person's: 43.9 (A) becoming a debtor in bankruptcy; 43.10 (B) execution of an assignment for the benefit of 43.11 creditors; 43.12 (C) seeking, consenting to, or acquiescing in the 43.13 appointment of a trustee, receiver, or liquidator of the person 43.14 or of all or substantially all of the person's property; or 43.15 (D) failure, within 90 days after the appointment, to have 43.16 vacated or stayed the appointment of a trustee, receiver, or 43.17 liquidator of the general partner or of all or substantially all 43.18 of the person's property obtained without the person's consent 43.19 or acquiescence, or failing within 90 days after the expiration 43.20 of a stay to have the appointment vacated; 43.21 (7) in the case of a person who is an individual: 43.22 (A) the person's death; 43.23 (B) the appointment of a guardian or general conservator 43.24 for the person; or 43.25 (C) a judicial determination that the person has otherwise 43.26 become incapable of performing the person's duties as a general 43.27 partner under the partnership agreement; 43.28 (8) in the case of a person that is a trust or is acting as 43.29 a general partner by virtue of being a trustee of a trust, 43.30 distribution of the trust's entire transferable interest in the 43.31 limited partnership, but not merely by reason of the 43.32 substitution of a successor trustee; 43.33 (9) in the case of a person that is an estate or is acting 43.34 as a general partner by virtue of being a personal 43.35 representative of an estate, distribution of the estate's entire 43.36 transferable interest in the limited partnership, but not merely 44.1 by reason of the substitution of a successor personal 44.2 representative; 44.3 (10) termination of a general partner that is not an 44.4 individual, partnership, limited liability company, corporation, 44.5 trust, or estate; or 44.6 (11) the limited partnership's participation in a 44.7 conversion or merger under article 11, if the limited 44.8 partnership: 44.9 (A) is not the converted or surviving entity; or 44.10 (B) is the converted or surviving entity but, as a result 44.11 of the conversion or merger, the person ceases to be a general 44.12 partner. 44.13 Sec. 55. [321.604] [PERSON'S POWER TO DISSOCIATE AS 44.14 GENERAL PARTNER; WRONGFUL DISSOCIATION.] 44.15 (a) A person has the power to dissociate as a general 44.16 partner at any time, rightfully or wrongfully, by express will 44.17 pursuant to section 321.603(1). 44.18 (b) A person's dissociation as a general partner is 44.19 wrongful only if: 44.20 (1) it is in breach of an express provision of the 44.21 partnership agreement; or 44.22 (2) it occurs before the termination of the limited 44.23 partnership, and: 44.24 (A) the person withdraws as a general partner by express 44.25 will; 44.26 (B) the person is expelled as a general partner by judicial 44.27 determination under section 321.603(5); 44.28 (C) the person is dissociated as a general partner by 44.29 becoming a debtor in bankruptcy; or 44.30 (D) in the case of a person that is not an individual, 44.31 trust other than a business trust, or estate, the person is 44.32 expelled or otherwise dissociated as a general partner because 44.33 it willfully dissolved or terminated. 44.34 (c) A person that wrongfully dissociates as a general 44.35 partner is liable to the limited partnership and, subject to 44.36 section 321.1001, to the other partners for damages caused by 45.1 the dissociation. The liability is in addition to any other 45.2 obligation of the general partner to the limited partnership or 45.3 to the other partners. 45.4 Sec. 56. [321.605] [EFFECT OF DISSOCIATION AS GENERAL 45.5 PARTNER.] 45.6 (a) Upon a person's dissociation as a general partner: 45.7 (1) the person's right to participate as a general partner 45.8 in the management and conduct of the partnership's activities 45.9 terminates; 45.10 (2) the person's duty of loyalty as a general partner under 45.11 section 321.408(b)(3) terminates; 45.12 (3) the person's duty of loyalty as a general partner under 45.13 section 321.408(b)(1) and (2) and duty of care under section 45.14 321.408(c) continue only with regard to matters arising and 45.15 events occurring before the person's dissociation as a general 45.16 partner; 45.17 (4) the person may sign and deliver to the secretary of 45.18 state for filing a statement of dissociation pertaining to the 45.19 person and, at the request of the limited partnership, shall 45.20 sign an amendment to the certificate of limited partnership 45.21 which states that the person has dissociated; and 45.22 (5) subject to section 321.704 and article 11, any 45.23 transferable interest owned by the person immediately before 45.24 dissociation in the person's capacity as a general partner is 45.25 owned by the person as a mere transferee. 45.26 (b) A person's dissociation as a general partner does not 45.27 of itself discharge the person from any obligation to the 45.28 limited partnership or the other partners which the person 45.29 incurred while a general partner. 45.30 Sec. 57. [321.606] [POWER TO BIND AND LIABILITY TO LIMITED 45.31 PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON 45.32 DISSOCIATED AS GENERAL PARTNER.] 45.33 (a) After a person is dissociated as a general partner and 45.34 before the limited partnership is dissolved, converted under 45.35 article 11, or merged out of existence under article 11, the 45.36 limited partnership is bound by an act of the person if: 46.1 (1) the act would have bound the limited partnership under 46.2 section 321.402 before the dissociation; and 46.3 (2) at the time the other party enters into the transaction: 46.4 (A) less than two years has passed since the dissociation; 46.5 and 46.6 (B) the other party does not have notice of the 46.7 dissociation and reasonably believes that the person is a 46.8 general partner. 46.9 (b) If a limited partnership is bound under subsection (a), 46.10 the person dissociated as a general partner which caused the 46.11 limited partnership to be bound is liable: 46.12 (1) to the limited partnership for any damage caused to the 46.13 limited partnership arising from the obligation incurred under 46.14 subsection (a); and 46.15 (2) if a general partner or another person dissociated as a 46.16 general partner is liable for the obligation, to the general 46.17 partner or other person for any damage caused to the general 46.18 partner or other person arising from the liability. 46.19 Sec. 58. [321.607] [LIABILITY TO OTHER PERSONS OF PERSON 46.20 DISSOCIATED AS GENERAL PARTNER.] 46.21 (a) A person's dissociation as a general partner does not 46.22 of itself discharge the person's liability as a general partner 46.23 for an obligation of the limited partnership incurred before 46.24 dissociation. Except as otherwise provided in subsections (b) 46.25 and (c), the person is not liable for a limited partnership's 46.26 obligation incurred after dissociation. 46.27 (b) A person whose dissociation as a general partner 46.28 resulted in a dissolution and winding up of the limited 46.29 partnership's activities is liable to the same extent as a 46.30 general partner under section 321.404 on an obligation incurred 46.31 by the limited partnership under section 321.804. 46.32 (c) A person that has dissociated as a general partner but 46.33 whose dissociation did not result in a dissolution and winding 46.34 up of the limited partnership's activities is liable on a 46.35 transaction entered into by the limited partnership after the 46.36 dissociation only if: 47.1 (1) a general partner would be liable on the transaction; 47.2 and 47.3 (2) at the time the other party enters into the transaction: 47.4 (A) less than two years has passed since the dissociation; 47.5 and 47.6 (B) the other party does not have notice of the 47.7 dissociation and reasonably believes that the person is a 47.8 general partner. 47.9 (d) By agreement with a creditor of a limited partnership 47.10 and the limited partnership, a person dissociated as a general 47.11 partner may be released from liability for an obligation of the 47.12 limited partnership. 47.13 (e) A person dissociated as a general partner is released 47.14 from liability for an obligation of the limited partnership if 47.15 the limited partnership's creditor, with notice of the person's 47.16 dissociation as a general partner but without the person's 47.17 consent, agrees to a material alteration in the nature or time 47.18 of payment of the obligation. 47.19 ARTICLE 7 47.20 TRANSFERABLE INTERESTS AND RIGHTS 47.21 OF TRANSFEREES AND CREDITORS 47.22 Sec. 59. [321.701] [PARTNER'S TRANSFERABLE INTEREST.] 47.23 The only interest of a partner which is transferable is the 47.24 partner's transferable interest. A transferable interest is 47.25 personal property. 47.26 Sec. 60. [321.702] [TRANSFER OF PARTNER'S TRANSFERABLE 47.27 INTEREST.] 47.28 (a) A transfer, in whole or in part, of a partner's 47.29 transferable interest: 47.30 (1) is permissible; 47.31 (2) does not by itself cause the partner's dissociation or 47.32 a dissolution and winding up of the limited partnership's 47.33 activities; and 47.34 (3) does not, as against the other partners or the limited 47.35 partnership, entitle the transferee to participate in the 47.36 management or conduct of the limited partnership's activities, 48.1 to require access to information concerning the limited 48.2 partnership's transactions except as otherwise provided in 48.3 subsection (c), or to inspect or copy the required information 48.4 or the limited partnership's other records. 48.5 (b) A transferee has a right to receive, in accordance with 48.6 the transfer: 48.7 (1) distributions to which the transferor would otherwise 48.8 be entitled; and 48.9 (2) upon the dissolution and winding up of the limited 48.10 partnership's activities the net amount otherwise distributable 48.11 to the transferor. 48.12 (c) In a dissolution and winding up, a transferee is 48.13 entitled to an account of the limited partnership's transactions 48.14 only from the date of dissolution. 48.15 (d) Upon transfer, the transferor retains the rights of a 48.16 partner other than the interest in distributions transferred and 48.17 retains all duties and obligations of a partner. 48.18 (e) A limited partnership need not give effect to a 48.19 transferee's rights under this section until the limited 48.20 partnership has notice of the transfer. 48.21 (f) A transfer of a partner's transferable interest in the 48.22 limited partnership in violation of a restriction on transfer 48.23 contained in the partnership agreement is ineffective as to a 48.24 person having notice of the restriction at the time of transfer. 48.25 (g) A transferee that becomes a partner with respect to a 48.26 transferable interest is liable for the transferor's obligations 48.27 under sections 321.502 and 321.509. However, the transferee is 48.28 not obligated for liabilities unknown to the transferee at the 48.29 time the transferee became a partner. 48.30 Sec. 61. [321.703] [RIGHTS OF CREDITOR OF PARTNER OR 48.31 TRANSFEREE.] 48.32 (a) On application to a court of competent jurisdiction by 48.33 any judgment creditor of a partner or transferee, the court may 48.34 charge the transferable interest of the judgment debtor with 48.35 payment of the unsatisfied amount of the judgment with 48.36 interest. To the extent so charged, the judgment creditor has 49.1 only the rights of a transferee. The court may appoint a 49.2 receiver of the share of the distributions due or to become due 49.3 to the judgment debtor in respect of the partnership and make 49.4 all other orders, directions, accounts, and inquiries the 49.5 judgment debtor might have made or which the circumstances of 49.6 the case may require to give effect to the charging order. 49.7 (b) A charging order constitutes a lien on the judgment 49.8 debtor's transferable interest. The court may order a 49.9 foreclosure upon the interest subject to the charging order at 49.10 any time. The purchaser at the foreclosure sale has the rights 49.11 of a transferee. 49.12 (c) At any time before foreclosure, an interest charged may 49.13 be redeemed: 49.14 (1) by the judgment debtor; 49.15 (2) with property other than limited partnership property, 49.16 by one or more of the other partners; or 49.17 (3) with limited partnership property, by the limited 49.18 partnership with the consent of all partners whose interests are 49.19 not so charged. 49.20 (d) This chapter does not deprive any partner or transferee 49.21 of the benefit of any exemption laws applicable to the partner's 49.22 or transferee's transferable interest. 49.23 (e) This section provides the exclusive remedy by which a 49.24 judgment creditor of a partner or transferee may satisfy a 49.25 judgment out of the judgment debtor's transferable interest. 49.26 Sec. 62. [321.704] [POWER OF ESTATE OF DECEASED PARTNER.] 49.27 If a partner dies, the deceased partner's personal 49.28 representative or other legal representative may exercise the 49.29 rights of a transferee as provided in section 321.702 and, for 49.30 the purposes of settling the estate, may exercise the rights of 49.31 a current limited partner under section 321.304. 49.32 ARTICLE 8 49.33 DISSOLUTION 49.34 Sec. 63. [321.801] [NONJUDICIAL DISSOLUTION.] 49.35 Except as otherwise provided in section 321.802, a limited 49.36 partnership is dissolved, and its activities must be wound up, 50.1 only upon the occurrence of any of the following: 50.2 (1) the happening of an event specified in the partnership 50.3 agreement; 50.4 (2) the consent of all general partners and of limited 50.5 partners owning a majority of the rights to receive 50.6 distributions as limited partners at the time the consent is to 50.7 be effective; 50.8 (3) after the dissociation of a person as a general partner: 50.9 (A) if the limited partnership has at least one remaining 50.10 general partner, the consent to dissolve the limited partnership 50.11 given within 90 days after the dissociation by partners owning a 50.12 majority of the rights to receive distributions as partners at 50.13 the time the consent is to be effective; or 50.14 (B) if the limited partnership does not have a remaining 50.15 general partner, the passage of 90 days after the dissociation, 50.16 unless before the end of the period: 50.17 (i) consent to continue the activities of the limited 50.18 partnership and admit at least one general partner is given by 50.19 limited partners owning a majority of the rights to receive 50.20 distributions as limited partners at the time the consent is to 50.21 be effective; and 50.22 (ii) at least one person is admitted as a general partner 50.23 in accordance with the consent; 50.24 (4) the passage of 90 days after the dissociation of the 50.25 limited partnership's last limited partner, unless before the 50.26 end of the period the limited partnership admits at least one 50.27 limited partner; or 50.28 (5) the signing and filing of a declaration of dissolution 50.29 by the secretary of state under section 321.809(c). 50.30 Sec. 64. [321.802] [JUDICIAL DISSOLUTION.] 50.31 On application by a partner the district court may order 50.32 dissolution of a limited partnership if it is not reasonably 50.33 practicable to carry on the activities of the limited 50.34 partnership in conformity with the partnership agreement. 50.35 Sec. 65. [321.803] [WINDING UP.] 50.36 (a) A limited partnership continues after dissolution only 51.1 for the purpose of winding up its activities. 51.2 (b) In winding up its activities, the limited partnership: 51.3 (1) may amend its certificate of limited partnership to 51.4 state that the limited partnership is dissolved, preserve the 51.5 limited partnership business or property as a going concern for 51.6 a reasonable time, prosecute and defend actions and proceedings, 51.7 whether civil, criminal, or administrative, transfer the limited 51.8 partnership's property, settle disputes by mediation or 51.9 arbitration, file a statement of termination as provided in 51.10 section 321.203, and perform other necessary acts; and 51.11 (2) shall discharge the limited partnership's liabilities, 51.12 settle and close the limited partnership's activities, and 51.13 marshal and distribute the assets of the partnership. 51.14 (c) If a dissolved limited partnership does not have a 51.15 general partner, a person to wind up the dissolved limited 51.16 partnership's activities may be appointed by the consent of 51.17 limited partners owning a majority of the rights to receive 51.18 distributions as limited partners at the time the consent is to 51.19 be effective. A person appointed under this subsection: 51.20 (1) has the powers of a general partner under section 51.21 321.804; and 51.22 (2) shall promptly amend the certificate of limited 51.23 partnership to state: 51.24 (A) that the limited partnership does not have a general 51.25 partner; 51.26 (B) the name of the person that has been appointed to wind 51.27 up the limited partnership; and 51.28 (C) the street and mailing address of the person. 51.29 (d) On the application of any partner, the district court 51.30 may order judicial supervision of the winding up, including the 51.31 appointment of a person to wind up the dissolved limited 51.32 partnership's activities, if: 51.33 (1) a limited partnership does not have a general partner 51.34 and within a reasonable time following the dissolution no person 51.35 has been appointed pursuant to subsection (c); or 51.36 (2) the applicant establishes other good cause. 52.1 Sec. 66. [321.804] [POWER OF GENERAL PARTNER AND PERSON 52.2 DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER 52.3 DISSOLUTION.] 52.4 (a) A limited partnership is bound by a general partner's 52.5 act after dissolution which: 52.6 (1) is appropriate for winding up the limited partnership's 52.7 activities; or 52.8 (2) would have bound the limited partnership under section 52.9 321.402 before dissolution, if, at the time the other party 52.10 enters into the transaction, the other party does not have 52.11 notice of the dissolution. 52.12 (b) A person dissociated as a general partner binds a 52.13 limited partnership through an act occurring after dissolution 52.14 if: 52.15 (1) at the time the other party enters into the transaction: 52.16 (A) less than two years has passed since the dissociation; 52.17 and 52.18 (B) the other party does not have notice of the 52.19 dissociation and reasonably believes that the person is a 52.20 general partner; and 52.21 (2) the act: 52.22 (A) is appropriate for winding up the limited partnership's 52.23 activities; or 52.24 (B) would have bound the limited partnership under section 52.25 321.402 before dissolution and at the time the other party 52.26 enters into the transaction the other party does not have notice 52.27 of the dissolution. 52.28 Sec. 67. [321.805] [LIABILITY AFTER DISSOLUTION OF GENERAL 52.29 PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED 52.30 PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS 52.31 GENERAL PARTNER.] 52.32 (a) If a general partner having knowledge of the 52.33 dissolution causes a limited partnership to incur an obligation 52.34 under section 321.804(a) by an act that is not appropriate for 52.35 winding up the partnership's activities, the general partner is 52.36 liable: 53.1 (1) to the limited partnership for any damage caused to the 53.2 limited partnership arising from the obligation; and 53.3 (2) if another general partner or a person dissociated as a 53.4 general partner is liable for the obligation, to that other 53.5 general partner or person for any damage caused to that other 53.6 general partner or person arising from the liability. 53.7 (b) If a person dissociated as a general partner causes a 53.8 limited partnership to incur an obligation under section 53.9 321.804(b), the person is liable: 53.10 (1) to the limited partnership for any damage caused to the 53.11 limited partnership arising from the obligation; and 53.12 (2) if a general partner or another person dissociated as a 53.13 general partner is liable for the obligation, to the general 53.14 partner or other person for any damage caused to the general 53.15 partner or other person arising from the liability. 53.16 Sec. 68. [321.806] [KNOWN CLAIMS AGAINST DISSOLVED LIMITED 53.17 PARTNERSHIP.] 53.18 (a) A dissolved limited partnership may dispose of the 53.19 known claims against it by following the procedure described in 53.20 subsection (b). 53.21 (b) A dissolved limited partnership may notify its known 53.22 claimants of the dissolution in a record. The notice must: 53.23 (1) specify the information required to be included in a 53.24 claim; 53.25 (2) provide a mailing address to which the claim is to be 53.26 sent; 53.27 (3) state the deadline for receipt of the claim, which may 53.28 not be less than 120 days after the date the notice is received 53.29 by the claimant; 53.30 (4) state that the claim will be barred if not received by 53.31 the deadline; and 53.32 (5) unless the limited partnership has been at each moment 53.33 during its existence either a limited liability limited 53.34 partnership or a limited partnership that is a limited liability 53.35 limited partnership under chapter 322A, state that the barring 53.36 of a claim against the limited partnership will also bar any 54.1 corresponding claim against any general partner or person 54.2 dissociated as a general partner which is based on section 54.3 321.404. 54.4 (c) A claim against a dissolved limited partnership is 54.5 barred if the requirements of subsection (b) are met and: 54.6 (1) the claim is not received by the specified deadline; or 54.7 (2) in the case of a claim that is timely received but 54.8 rejected by the dissolved limited partnership, the claimant does 54.9 not commence an action to enforce the claim against the limited 54.10 partnership within 90 days after the receipt of the notice of 54.11 the rejection. 54.12 (d) This section does not apply to a claim based on an 54.13 event occurring after the effective date of dissolution or a 54.14 liability that is contingent on that date. 54.15 Sec. 69. [321.807] [OTHER CLAIMS AGAINST DISSOLVED LIMITED 54.16 PARTNERSHIPS.] 54.17 (a) A dissolved limited partnership may publish notice of 54.18 its dissolution and request persons having claims against the 54.19 limited partnership to present them in accordance with the 54.20 notice. 54.21 (b) The notice must: 54.22 (1) be published at least once in a newspaper of general 54.23 circulation in the county in which the dissolved limited 54.24 partnership's principal office is located or, if it has none in 54.25 this state, in the county in which the limited partnership's 54.26 designated office is or was last located; 54.27 (2) describe the information required to be contained in a 54.28 claim and provide a mailing address to which the claim is to be 54.29 sent; 54.30 (3) state that a claim against the limited partnership is 54.31 barred unless an action to enforce the claim is commenced within 54.32 five years after publication of the notice; and 54.33 (4) unless the limited partnership has been at each moment 54.34 during its existence either a limited liability limited 54.35 partnership or a limited liability limited partnership under 54.36 chapter 322A, state that the barring of a claim against the 55.1 limited partnership will also bar any corresponding claim 55.2 against any general partner or person dissociated as a general 55.3 partner which is based on section 321.404. 55.4 (c) If a dissolved limited partnership publishes a notice 55.5 in accordance with subsection (b), the claim of each of the 55.6 following claimants is barred unless the claimant commences an 55.7 action to enforce the claim against the dissolved limited 55.8 partnership within five years after the publication date of the 55.9 notice: 55.10 (1) a claimant that did not receive notice in a record 55.11 under section 321.806; 55.12 (2) a claimant whose claim was timely sent to the dissolved 55.13 limited partnership but not acted on; and 55.14 (3) a claimant whose claim is contingent or based on an 55.15 event occurring after the effective date of dissolution. 55.16 (d) A claim not barred under this section may be enforced: 55.17 (1) against the dissolved limited partnership, to the 55.18 extent of its undistributed assets; 55.19 (2) if the assets have been distributed in liquidation, 55.20 against a partner or transferee to the extent of that person's 55.21 proportionate share of the claim or the limited partnership's 55.22 assets distributed to the partner or transferee in liquidation, 55.23 whichever is less, but a person's total liability for all claims 55.24 under this paragraph does not exceed the total amount of assets 55.25 distributed to the person as part of the winding up of the 55.26 dissolved limited partnership; or 55.27 (3) against any person liable on the claim under section 55.28 321.404. 55.29 Sec. 70. [321.808] [LIABILITY OF GENERAL PARTNER AND 55.30 PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED 55.31 PARTNERSHIP BARRED.] 55.32 If a claim against a dissolved limited partnership is 55.33 barred under section 321.806 or 321.807, any corresponding claim 55.34 under section 321.404 is also barred. 55.35 Sec. 71. [321.809] [ADMINISTRATIVE DISSOLUTION.] 55.36 (a) A limited partnership that has failed to deliver for 56.1 filing a registration pursuant to the requirements of section 56.2 321.210 must be dissolved by the secretary of state as described 56.3 in this section. 56.4 (b) If the limited partnership has not filed the delinquent 56.5 registration, the secretary of state must issue a certificate of 56.6 administrative dissolution and the certificate must be filed in 56.7 the Office of the Secretary of State. The secretary of state 56.8 must annually inform the attorney general and the commissioner 56.9 of revenue of the methods by which the names of limited 56.10 partnerships administratively dissolved under this section 56.11 during the preceding year may be determined. The secretary of 56.12 state must also make available in an electronic format the names 56.13 of the administratively dissolved limited partnerships. 56.14 (c) A limited partnership administratively dissolved 56.15 continues its existence but may carry on only activities 56.16 necessary to wind up its activities and liquidate its assets 56.17 under sections 321.803 and 321.812 and to notify claimants under 56.18 sections 321.806 and 321.807. 56.19 (d) The administrative dissolution of a limited partnership 56.20 does not terminate the authority of its agent for service of 56.21 process. 56.22 Sec. 72. [321.810] [REINSTATEMENT FOLLOWING ADMINISTRATIVE 56.23 DISSOLUTION.] 56.24 (a) A limited partnership that has been administratively 56.25 dissolved may apply to the secretary of state for reinstatement 56.26 after the effective date of dissolution. The application must 56.27 be delivered to the secretary of state for filing and state: 56.28 (1) the name of the limited partnership and the effective 56.29 date of its administrative dissolution; 56.30 (2) that the grounds for dissolution either did not exist 56.31 or have been eliminated; and 56.32 (3) that the limited partnership's name satisfies the 56.33 requirements of section 321.108. 56.34 The application must also include any documents that were 56.35 required to be delivered for filing to the secretary of state 56.36 but which were not so delivered. 57.1 (b) If the secretary of state determines that an 57.2 application contains the information required by subsection (a) 57.3 and that the information is correct and the application includes 57.4 the appropriate fee, the secretary of state shall file the 57.5 reinstatement application and serve the limited partnership with 57.6 a copy. 57.7 (c) When reinstatement becomes effective, it relates back 57.8 to and takes effect as of the effective date of the 57.9 administrative dissolution and the limited partnership may 57.10 resume its activities as if the administrative dissolution had 57.11 never occurred, except that for the purposes of section 57.12 321.103(c) and (d) the reinstatement is effective only as of the 57.13 date the reinstatement is filed. 57.14 Sec. 73. [321.812] [DISPOSITION OF ASSETS; WHEN 57.15 CONTRIBUTIONS REQUIRED.] 57.16 (a) In winding up a limited partnership's activities, the 57.17 assets of the limited partnership, including the contributions 57.18 required by this section, must be applied to satisfy the limited 57.19 partnership's obligations to creditors, including, to the extent 57.20 permitted by law, partners that are creditors. 57.21 (b) Any surplus remaining after the limited partnership 57.22 complies with subsection (a) must be paid in cash as a 57.23 distribution. 57.24 (c) If a limited partnership's assets are insufficient to 57.25 satisfy all of its obligations under subsection (a), with 57.26 respect to each unsatisfied obligation incurred when the limited 57.27 partnership was neither a limited liability limited partnership 57.28 nor a limited partnership that is a limited liability limited 57.29 partnership under chapter 322A, the following rules apply: 57.30 (1) Each person that was a general partner when the 57.31 obligation was incurred and that has not bee released from the 57.32 obligation under section 321.607 shall contribute to the limited 57.33 partnership for the purpose of enabling the limited partnership 57.34 to satisfy the obligation. The contribution due from each of 57.35 those persons is in proportion to the right to receive 57.36 distributions in the capacity of general partner in effect for 58.1 each of those persons when the obligation was incurred. 58.2 (2) If a person does not contribute the full amount 58.3 required under paragraph (1) with respect to an unsatisfied 58.4 obligation of the limited partnership, the other persons 58.5 required to contribute by paragraph (1) on account of the 58.6 obligation shall contribute the additional amount necessary to 58.7 discharge the obligation. The additional contribution due from 58.8 each of those other persons is in proportion to the right to 58.9 receive distributions in the capacity of general partner in 58.10 effect for each of those other persons when the obligation was 58.11 incurred. 58.12 (3) If a person does not make the additional contribution 58.13 required by paragraph (2), further additional contributions are 58.14 determined and due in the same manner as provided in that 58.15 paragraph. 58.16 (d) A person that makes an additional contribution under 58.17 subsection (c)(2) or (3) may recover from any person whose 58.18 failure to contribute under subsection (c)(1) or (2) 58.19 necessitated the additional contribution. A person may not 58.20 recover under this subsection more than the amount additionally 58.21 contributed. A person's liability under this subsection may not 58.22 exceed the amount the person failed to contribute. 58.23 (e) The estate of a deceased individual is liable for the 58.24 person's obligations under this section. 58.25 (f) An assignee for the benefit of creditors of a limited 58.26 partnership or a partner, or a person appointed by a court to 58.27 represent creditors of a limited partnership or a partner, may 58.28 enforce a person's obligation to contribute under subsection (c). 58.29 ARTICLE 9 58.30 FOREIGN LIMITED PARTNERSHIPS 58.31 Sec. 74. [321.901] [GOVERNING LAW.] 58.32 (a) The laws of the state or other jurisdiction under which 58.33 a foreign limited partnership is organized govern relations 58.34 among the partners of the foreign limited partnership and 58.35 between the partners and the foreign limited partnership and the 58.36 liability of partners as partners for an obligation of the 59.1 foreign limited partnership. 59.2 (b) A foreign limited partnership may not be denied a 59.3 certificate of authority by reason of any difference between the 59.4 laws of the jurisdiction under which the foreign limited 59.5 partnership is organized and the laws of this state. 59.6 (c) A certificate of authority does not authorize a foreign 59.7 limited partnership to engage in any business or exercise any 59.8 power that a limited partnership may not engage in or exercise 59.9 in this state. 59.10 Sec. 75. [321.902] [APPLICATION FOR CERTIFICATE OF 59.11 AUTHORITY.] 59.12 (a) A foreign limited partnership may apply for a 59.13 certificate of authority to transact business in this state by 59.14 delivering an application to the secretary of state for filing. 59.15 The application must state: 59.16 (1) the name of the foreign limited partnership and, if the 59.17 name does not comply with section 321.108, an alternate name 59.18 adopted pursuant to section 321.905(a); 59.19 (2) the name of the state or other jurisdiction under whose 59.20 law the foreign limited partnership is organized; 59.21 (3) the street and mailing address of the foreign limited 59.22 partnership's principal office and, if the laws of the 59.23 jurisdiction under which the foreign limited partnership is 59.24 organized require the foreign limited partnership to maintain an 59.25 office in that jurisdiction, the street and mailing address of 59.26 the required office; 59.27 (4) the name and street and mailing address of the foreign 59.28 limited partnership's initial agent for service of process in 59.29 this state; 59.30 (5) the name and street and mailing address of each of the 59.31 foreign limited partnership's general partners; and 59.32 (6) whether the foreign limited partnership is a foreign 59.33 limited liability limited partnership. 59.34 (b) A foreign limited partnership shall deliver with the 59.35 completed application a certificate of existence or a record of 59.36 similar import signed by the secretary of state or other 60.1 official having custody of the foreign limited partnership's 60.2 publicly filed records in the state or other jurisdiction under 60.3 whose law the foreign limited partnership is organized. 60.4 Sec. 76. [321.903] [ACTIVITIES NOT CONSTITUTING 60.5 TRANSACTING BUSINESS.] 60.6 (a) Activities of a foreign limited partnership which do 60.7 not constitute transacting business in this state within the 60.8 meaning of this article include: 60.9 (1) maintaining, defending, and settling an action or 60.10 proceeding; 60.11 (2) holding meetings of its partners or carrying on any 60.12 other activity concerning its internal affairs; 60.13 (3) maintaining accounts in financial institutions; 60.14 (4) maintaining offices or agencies for the transfer, 60.15 exchange, and registration of the foreign limited partnership's 60.16 own securities or maintaining trustees or depositories with 60.17 respect to those securities; 60.18 (5) selling through independent contractors; 60.19 (6) soliciting or obtaining orders, whether by mail or 60.20 electronic means or through employees or agents or otherwise, if 60.21 the orders require acceptance outside this state before they 60.22 become contracts; 60.23 (7) creating or acquiring indebtedness, mortgages, or 60.24 security interests in real or personal property; 60.25 (8) securing or collecting debts or enforcing mortgages or 60.26 other security interests in property securing the debts, and 60.27 holding, protecting, and maintaining property so acquired; 60.28 (9) conducting an isolated transaction that is completed 60.29 within 30 days and is not one in the course of similar 60.30 transactions of a like manner; and 60.31 (10) transacting business in interstate commerce. 60.32 (b) For purposes of this article, the ownership in this 60.33 state of income-producing real property or tangible personal 60.34 property, other than property excluded under subsection (a), 60.35 constitutes transacting business in this state. 60.36 (c) This section does not apply in determining the contacts 61.1 or activities that may subject a foreign limited partnership to 61.2 service of process, taxation, or regulation under any other law 61.3 of this state. 61.4 Sec. 77. [321.904] [FILING OF CERTIFICATE OF AUTHORITY.] 61.5 Unless the secretary of state determines that an 61.6 application for a certificate of authority does not comply with 61.7 the filing requirements of this chapter, the secretary of state, 61.8 upon payment of all filing fees, shall file the application, 61.9 prepare, sign and file a certificate of authority to transact 61.10 business in this state, and send a copy of the filed certificate 61.11 to the foreign limited partnership or its representative. 61.12 Sec. 78. [321.905] [NONCOMPLYING NAME OF FOREIGN LIMITED 61.13 PARTNERSHIP.] 61.14 (a) A foreign limited partnership whose name does not 61.15 comply with section 321.108 may not obtain a certificate of 61.16 authority until it adopts, for the purpose of transacting 61.17 business in this state, an alternate name that complies with 61.18 section 321.108. A foreign limited partnership that adopts an 61.19 alternate name under this subsection and then obtains a 61.20 certificate of authority with the name need not comply with 61.21 sections 333.01 to 333.06. After obtaining a certificate of 61.22 authority with an alternate name, a foreign limited partnership 61.23 shall transact business in this state under the name unless the 61.24 foreign limited partnership is authorized under sections 333.01 61.25 to 333.06 to transact business in this state under another name. 61.26 (b) If a foreign limited partnership authorized to transact 61.27 business in this state changes its name to one that does not 61.28 comply with section 321.108, it may not thereafter transact 61.29 business in this state until it complies with subsection (a) and 61.30 obtains an amended certificate of authority. 61.31 Sec. 79. [321.906] [REVOCATION OF CERTIFICATE OF 61.32 AUTHORITY.] 61.33 (a) A foreign limited partnership that has failed to 61.34 deliver for filing a registration pursuant to the requirements 61.35 of section 321.210 must have its certificate of authority to 61.36 transact business in Minnesota revoked as described in this 62.1 section. 62.2 (b) If the foreign limited partnership has not filed the 62.3 delinquent registration, the secretary of state must issue a 62.4 certificate of revocation and the certificate must be filed in 62.5 the Office of the Secretary of State. The secretary of state 62.6 must annually inform the attorney general and the commissioner 62.7 of revenue of the methods by which the names of limited 62.8 partnerships whose certificates of authority have been revoked 62.9 under this section during the preceding year may be determined. 62.10 The secretary of state must also make available in an electronic 62.11 format the names of the foreign limited partnerships whose 62.12 certificates have been revoked. 62.13 Sec. 80. [321.907] [CANCELLATION OF CERTIFICATE OF 62.14 AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.] 62.15 (a) In order to cancel its certificate of authority to 62.16 transact business in this state, a foreign limited partnership 62.17 must deliver to the secretary of state for filing a notice of 62.18 cancellation. The certificate is canceled when the notice 62.19 becomes effective under section 321.206. 62.20 (b) A foreign limited partnership transacting business in 62.21 this state may not maintain an action or proceeding in this 62.22 state unless it has a certificate of authority to transact 62.23 business in this state. 62.24 (c) The failure of a foreign limited partnership to have a 62.25 certificate of authority to transact business in this state does 62.26 not impair the validity of a contract or act of the foreign 62.27 limited partnership or prevent the foreign limited partnership 62.28 from defending an action or proceeding in this state. 62.29 (d) A partner of a foreign limited partnership is not 62.30 liable for the obligations of the foreign limited partnership 62.31 solely by reason of the foreign limited partnership's having 62.32 transacted business in this state without a certificate of 62.33 authority. 62.34 (e) If a foreign limited partnership transacts business in 62.35 this state without a certificate of authority or cancels its 62.36 certificate of authority, it appoints the secretary of state as 63.1 its agent for service of process for rights of action arising 63.2 out of the transaction of business in this state. 63.3 Sec. 81. [321.908] [ACTION BY ATTORNEY GENERAL.] 63.4 The attorney general may maintain an action to restrain a 63.5 foreign limited partnership from transacting business in this 63.6 state in violation of this article. 63.7 ARTICLE 10 63.8 ACTIONS BY PARTNERS 63.9 Sec. 82. [321.1001] [DIRECT ACTION BY PARTNER.] 63.10 (a) Subject to subsection (b), a partner may maintain a 63.11 direct action against the limited partnership or another partner 63.12 for legal or equitable relief, with or without an accounting as 63.13 to the partnership's activities, to enforce the rights and 63.14 otherwise protect the interests of the partner, including rights 63.15 and interests under the partnership agreement of this chapter or 63.16 arising independently of the partnership relationship. 63.17 (b) A partner commencing a direct action under this section 63.18 is required to plead and prove an actual or threatened injury 63.19 that is not solely the result of an injury suffered or 63.20 threatened to be suffered by the limited partnership. 63.21 (c) The accrual of, and any time limitation on, a right of 63.22 action for a remedy under this section is governed by other 63.23 law. A right to an accounting upon a dissolution and winding up 63.24 does not revive a claim barred by law. 63.25 Sec. 83. [321.1002] [DERIVATIVE ACTION.] 63.26 A partner may maintain a derivative action to enforce a 63.27 right of a limited partnership if: 63.28 (1) the partner first makes a demand on the general 63.29 partners, requesting that they cause the limited partnership to 63.30 bring an action to enforce the right, and the general partners 63.31 do not bring the action within a reasonable time; or 63.32 (2) a demand would be futile. 63.33 Sec. 84. [321.1003] [PROPER PLAINTIFF.] 63.34 A derivative action may be maintained only by a person that 63.35 is a partner at the time the action is commenced and: 63.36 (1) that was a partner when the conduct giving rise to the 64.1 action occurred; or 64.2 (2) whose status as a partner devolved upon the person by 64.3 operation of law or pursuant to the terms of the partnership 64.4 agreement from a person that was a partner at the time of the 64.5 conduct. 64.6 Sec. 85. [321.1004] [PLEADING.] 64.7 In a derivative action, the complaint must state with 64.8 particularity: 64.9 (1) the date and content of plaintiff's demand and the 64.10 general partners' response to the demand; or 64.11 (2) why demand should be excused as futile. 64.12 Sec. 86. [321.1005] [PROCEEDS AND EXPENSES.] 64.13 (a) Except as otherwise provided in subsection (b): 64.14 (1) any proceeds or other benefits of a derivative action, 64.15 whether by judgment, compromise, or settlement, belong to the 64.16 limited partnership and not to the derivative plaintiff; 64.17 (2) if the derivative plaintiff receives any proceeds, the 64.18 derivative plaintiff shall immediately remit them to the limited 64.19 partnership. 64.20 (b) If a derivative action is successful in whole or in 64.21 part, the court may award the plaintiff reasonable expenses, 64.22 including reasonable attorney's fees, from the recovery of the 64.23 limited partnership. 64.24 ARTICLE 11 64.25 CONVERSION AND MERGER 64.26 Sec. 87. [321.1101] [DEFINITIONS.] 64.27 In this article: 64.28 (1) "Constituent limited partnership" means a constituent 64.29 organization that is a limited partnership. 64.30 (2) "Constituent organization" means an organization that 64.31 is party to a merger. 64.32 (3) "Converted organization" means the organization into 64.33 which a converting organization converts pursuant to sections 64.34 321.1102 through 321.1105. 64.35 (4) "Converting limited partnership" means a converting 64.36 organization that is a limited partnership. 65.1 (5) "Converting organization" means an organization that 65.2 converts into another organization pursuant to section 321.1102. 65.3 (6) "General partner" means a general partner of a limited 65.4 partnership. 65.5 (7) "Governing statute" of an organization means the 65.6 statute that governs the organization's internal affairs. 65.7 (8) "Organization" means a general partnership, including a 65.8 limited liability partnership; limited partnership, including a 65.9 limited liability limited partnership; limited liability 65.10 company; business trust; corporation; or any other person having 65.11 a governing statute. The term includes domestic and foreign 65.12 organizations whether or not organized for profit. 65.13 (9) "Organizational documents" means: 65.14 (A) for a domestic or foreign general partnership, its 65.15 partnership agreement; 65.16 (B) for a limited partnership or foreign limited 65.17 partnership, its certificate of limited partnership and 65.18 partnership agreement; 65.19 (C) for a domestic or foreign limited liability company, 65.20 its articles of organization and operating agreement, or 65.21 comparable records as provided in its governing statute; 65.22 (D) for a business trust, its agreement of trust and 65.23 declaration of trust; 65.24 (E) for a domestic or foreign corporation for profit, its 65.25 articles of incorporation, bylaws, and other agreements among 65.26 its shareholders which are authorized by its governing statute, 65.27 or comparable records as provided in its governing statute; and 65.28 (F) for any other organization, the basic records that 65.29 create the organization and determine its internal governance 65.30 and the relations among the persons that own it, have an 65.31 interest in it, or are members of it. 65.32 (10) "Personal liability" means personal liability for a 65.33 debt, liability, or other obligation of an organization which is 65.34 imposed on a person that co-owns, has an interest in, or is a 65.35 member of the organization: 65.36 (A) by the organization's governing statute solely by 66.1 reason of the person co-owning, having an interest in, or being 66.2 a member of the organization; or 66.3 (B) by the organization's organizational documents under a 66.4 provision of the organization's governing statute authorizing 66.5 those documents to make one or more specified persons liable for 66.6 all or specified debts, liabilities, and other obligations of 66.7 the organization solely by reason of the person or persons 66.8 co-owning, having an interest in, or being a member of the 66.9 organization. 66.10 (11) "Surviving organization" means an organization into 66.11 which one or more other organizations are merged. A surviving 66.12 organization may preexist the merger or be created by the merger. 66.13 Sec. 88. [321.1102] [CONVERSION.] 66.14 (a) An organization other than a limited partnership may 66.15 convert to a limited partnership, and a limited partnership may 66.16 convert to another organization pursuant to this section and 66.17 sections 321.1103 through 321.1105 and a plan of conversion, if: 66.18 (1) the other organization's governing statute authorizes 66.19 the conversion; 66.20 (2) the conversion is not prohibited by the law of the 66.21 jurisdiction that enacted the governing statute; and 66.22 (3) the other organization complies with its governing 66.23 statute in effecting the conversion. 66.24 (b) A plan of conversion must be in a record and must 66.25 include: 66.26 (1) the name and form of the organization before 66.27 conversion; 66.28 (2) the name and form of the organization after conversion; 66.29 and 66.30 (3) the terms and conditions of the conversion, including 66.31 the manner and basis for converting interests in the converting 66.32 organization into any combination of money, interests in the 66.33 converted organization, and other consideration; and 66.34 (4) the organizational documents of the converted 66.35 organization. 66.36 Sec. 89. [321.1103] [ACTION ON PLAN OF CONVERSION BY 67.1 CONVERTING LIMITED PARTNERSHIP.] 67.2 (a) Subject to section 321.1110, a plan of conversion must 67.3 be consented to by all the partners of a converting limited 67.4 partnership. 67.5 (b) Subject to section 321.1110 and any contractual rights, 67.6 after a conversion is approved, and at any time before a filing 67.7 is made under section 321.1104, a converting limited partnership 67.8 may amend the plan or abandon the planned conversion: 67.9 (1) as provided in the plan; and 67.10 (2) except as prohibited by the plan, by the same consent 67.11 as was required to approve the plan. 67.12 Sec. 90. [321.1104] [FILINGS REQUIRED FOR CONVERSION; 67.13 EFFECTIVE DATE.] 67.14 (a) After a plan of conversion is approved: 67.15 (1) a converting limited partnership shall deliver to the 67.16 secretary of state for filing articles of conversion, which must 67.17 include: 67.18 (A) a statement that the limited partnership has been 67.19 converted into another organization; 67.20 (B) the name and form of the organization and the 67.21 jurisdiction of its governing statute; 67.22 (C) the date the conversion is effective under the 67.23 governing statute of the converted organization; 67.24 (D) a statement that the conversion was approved as 67.25 required by this chapter; 67.26 (E) a statement that the conversion was approved as 67.27 required by the governing statute of the converted organization; 67.28 and 67.29 (F) if the converted organization is a foreign organization 67.30 not authorized to transact business in this state, the street 67.31 and mailing address of an office which the secretary of state 67.32 may use for the purposes of section 321.1105(c); and 67.33 (2) if the converting organization is not a converting 67.34 limited partnership, the converting organization shall deliver 67.35 to the secretary of state for filing a certificate of limited 67.36 partnership, which must include, in addition to the information 68.1 required by section 321.201: 68.2 (A) a statement that the limited partnership was converted 68.3 from another organization; 68.4 (B) the name and form of the organization and the 68.5 jurisdiction of its governing statute; and 68.6 (C) a statement that the conversion was approved in a 68.7 manner that complied with the organization's governing statute. 68.8 (b) A conversion becomes effective: 68.9 (1) if the converted organization is a limited partnership, 68.10 when the certificate of limited partnership takes effect; and 68.11 (2) if the converted organization is not a limited 68.12 partnership, as provided by the governing statute of the 68.13 converted organization. 68.14 Sec. 91. [321.1105] [EFFECT OF CONVERSION.] 68.15 (a) An organization that has been converted pursuant to 68.16 this article is for all purposes the same entity that existed 68.17 before the conversion. 68.18 (b) When a conversion takes effect: 68.19 (1) all property owned by the converting organization 68.20 remains vested in the converted organization; 68.21 (2) all debts, liabilities, and other obligations of the 68.22 converting organization continue as obligations of the converted 68.23 organization; 68.24 (3) an action or proceeding pending by or against the 68.25 converting organization may be continued as if the conversion 68.26 had not occurred; 68.27 (4) except as prohibited by other law, all of the rights, 68.28 privileges, immunities, powers, and purposes of the converting 68.29 organization remain vested in the converted organization; 68.30 (5) except as otherwise provided in the plan of conversion, 68.31 the terms and conditions of the plan of conversion take effect; 68.32 and 68.33 (6) except as otherwise agreed, the conversion does not 68.34 dissolve a converting limited partnership for the purposes of 68.35 article 8. 68.36 (c) A converted organization that is a foreign organization 69.1 consents to the jurisdiction of the courts of this state to 69.2 enforce any obligation owed by the converting limited 69.3 partnership, if before the conversion the converting limited 69.4 partnership was subject to suit in this state on the 69.5 obligation. A converted organization that is a foreign 69.6 organization and not authorized to transact business in this 69.7 state appoints the secretary of state as its agent for service 69.8 of process for purposes of enforcing an obligation under this 69.9 subsection. Service on the secretary of state under this 69.10 subsection is made in the same manner and with the same 69.11 consequences as in section 321.117(c) and (d). 69.12 Sec. 92. [321.1106] [MERGER.] 69.13 (a) A limited partnership may merge with one or more other 69.14 constituent organizations pursuant to this section and sections 69.15 321.1107 through 321.1109 and a plan of merger, if: 69.16 (1) the governing statute of each of the other 69.17 organizations authorizes the merger; 69.18 (2) the merger is not prohibited by the law of a 69.19 jurisdiction that enacted any of those governing statutes; and 69.20 (3) each of the other organizations complies with its 69.21 governing statute in effecting the merger. 69.22 (b) A plan of merger must be in a record and must include: 69.23 (1) the name and form of each constituent organization; 69.24 (2) the name and form of the surviving organization and, if 69.25 the surviving organization is to be created by the merger, a 69.26 statement to that effect; 69.27 (3) the terms and conditions of the merger, including the 69.28 manner and basis for converting the interests in each 69.29 constituent organization into any combination of money, 69.30 interests in the surviving organization, and other 69.31 consideration; 69.32 (4) if the surviving organization is to be created by the 69.33 merger, the surviving organizations organizational documents; 69.34 and 69.35 (5) if the surviving organization is not to be created by 69.36 the merger, any amendments to be made by the merger to the 70.1 surviving organization's organizational documents. 70.2 Sec. 93. [321.1107] [ACTION ON PLAN OF MERGER BY 70.3 CONSTITUENT LIMITED PARTNERSHIP.] 70.4 (a) Subject to section 321.1110, a plan of merger must be 70.5 consented to by all the partners of a constituent limited 70.6 partnership. 70.7 (b) Subject to section 321.1110 and any contractual rights, 70.8 after a merger is approved, and at any time before a filing is 70.9 made under section 321.1108, a constituent limited partnership 70.10 may amend the plan or abandon the planned merger: 70.11 (1) as provided in the plan; and 70.12 (2) except as prohibited by the plan, with the same consent 70.13 as was required to approve the plan. 70.14 Sec. 94. [321.1108] [FILINGS REQUIRED FOR MERGER; 70.15 EFFECTIVE DATE.] 70.16 (a) After each constituent organization has approved a 70.17 merger, articles of merger must be signed on behalf of: 70.18 (1) each preexisting constituent limited partnership, by 70.19 each general partner listed in the certificate of limited 70.20 partnership; and 70.21 (2) each other preexisting constituent organization, by an 70.22 authorized representative. 70.23 (b) The articles of merger must include: 70.24 (1) the name and form of each constituent organization and 70.25 the jurisdiction of its governing statute; 70.26 (2) the name and form of the surviving organization, the 70.27 jurisdiction of its governing statute, and, if the surviving 70.28 organization is created by the merger, a statement to that 70.29 effect; 70.30 (3) the date the merger is effective under the governing 70.31 statute of the surviving organization; 70.32 (4) if the surviving organization is to be created by the 70.33 merger: 70.34 (A) if it will be a limited partnership, the limited 70.35 partnership's certificate of limited partnership; or 70.36 (B) if it will be an organization other than a limited 71.1 partnership, the organizational document that creates the 71.2 organization; 71.3 (5) if the surviving organization preexists the merger, any 71.4 amendments provided for in the plan of merger for the 71.5 organizational document that created the organization; 71.6 (6) a statement as to each constituent organization that 71.7 the merger was approved as required by the organization's 71.8 governing statute; 71.9 (7) if the surviving organization is a foreign organization 71.10 not authorized to transact business in this state, the street 71.11 and mailing address of an office which the secretary of state 71.12 may use for the purposes of section 321.1109(b); and 71.13 (8) any additional information required by the governing 71.14 statute of any constituent organization. 71.15 (c) Each constituent limited partnership shall deliver the 71.16 articles of merger for filing in the office of the secretary of 71.17 state. 71.18 (d) A merger becomes effective under this article: 71.19 (1) if the surviving organization is a limited partnership, 71.20 upon the later of: 71.21 (i) compliance with subsection (c); or 71.22 (ii) subject to section 321.206(c), as specified in the 71.23 articles of merger; or 71.24 (2) if the surviving organization is not a limited 71.25 partnership, as provided by the governing statute of the 71.26 surviving organization. 71.27 Sec. 95. [321.1109] [EFFECT OF MERGER.] 71.28 (a) When a merger becomes effective: 71.29 (1) the surviving organization continues or comes into 71.30 existence; 71.31 (2) each constituent organization that merges into the 71.32 surviving organization ceases to exist as a separate entity; 71.33 (3) all property owned by each constituent organization 71.34 that ceases to exist vest in the surviving organization; 71.35 (4) all debts, liabilities, and other obligations of each 71.36 constituent organization that ceases to exist continue as 72.1 obligations of the surviving organization; 72.2 (5) an action or proceeding pending by or against any 72.3 constituent organization that ceases to exist may be continued 72.4 as if the merger had not occurred; 72.5 (6) except as prohibited by other law, all of the rights, 72.6 privileges, immunities, powers, and purposes of each constituent 72.7 organization that ceases to exist vest in the surviving 72.8 organization; 72.9 (7) except as otherwise provided in the plan of merger, the 72.10 terms and conditions of the plan of merger take effect; and 72.11 (8) except as otherwise agreed, if a constituent limited 72.12 partnership ceases to exist, the merger does not dissolve the 72.13 limited partnership for the purposes of article 8; 72.14 (9) if the surviving organization is created by the merger: 72.15 (A) if it is a limited partnership, the certificate of 72.16 limited partnership becomes effective; or 72.17 (B) if it is an organization other than a limited 72.18 partnership, the organizational document that creates the 72.19 organization becomes effective; and 72.20 (10) if the surviving organization preexists the merger, 72.21 any amendments provided for in the articles of merger for the 72.22 organizational document that created the organization become 72.23 effective. 72.24 (b) A surviving organization that is a foreign organization 72.25 consents to the jurisdiction of the courts of this state to 72.26 enforce any obligation owed by a constituent organization, if 72.27 before the merger the constituent organization was subject to 72.28 suit in this state on the obligation. A surviving organization 72.29 that is a foreign organization and not authorized to transact 72.30 business in this state appoints the secretary of state as its 72.31 agent for service of process for the purposes of enforcing an 72.32 obligation under this subsection. Service on the secretary of 72.33 state under this subsection is made in the same manner and with 72.34 the same consequences as in section 321.117(c) and (d). 72.35 Sec. 96. [321.1110] [RESTRICTIONS ON APPROVAL OF 72.36 CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.] 73.1 (a) If a partner of a converting or constituent limited 73.2 partnership will have personal liability with respect to a 73.3 converted or surviving organization, approval and amendment of a 73.4 plan of conversion or merger are ineffective without the consent 73.5 of the partner, unless: 73.6 (1) the limited partnership's partnership agreement 73.7 provides for the approval of the conversion or merger with the 73.8 consent of fewer than all the partners; and 73.9 (2) the partner has consented to the provision of the 73.10 partnership agreement. 73.11 (b) An amendment to a certificate of limited partnership 73.12 which deletes a statement that the limited partnership is a 73.13 limited liability limited partnership is ineffective without the 73.14 consent of each general partner unless: 73.15 (1) the limited partnership's partnership agreement 73.16 provides for the amendment with the consent of less than all the 73.17 general partners; and 73.18 (2) each general partner that does not consent to the 73.19 amendment has consented to the provision of the partnership 73.20 agreement. 73.21 (c) A partner does not give the consent required by 73.22 subsection (a) or (b) merely by consenting to a provision of the 73.23 partnership agreement which permits the partnership agreement to 73.24 be amended with the consent of fewer than all the partners. 73.25 Sec. 97. [321.1111] [LIABILITY OF GENERAL PARTNER AFTER 73.26 CONVERSION OR MERGER.] 73.27 (a) A conversion or merger under this article does not 73.28 discharge any liability under sections 321.404 and 321.607 of a 73.29 person that was a general partner in or dissociated as a general 73.30 partner from a converting or constituent limited partnership, 73.31 but: 73.32 (1) the provisions of this chapter pertaining to the 73.33 collection or discharge of the liability continue to apply to 73.34 the liability; 73.35 (2) for the purposes of applying those provisions, the 73.36 converted or surviving organization is deemed to be the 74.1 converting or constituent limited partnership; and 74.2 (3) if a person is required to pay any amount under this 74.3 subsection: 74.4 (A) the person has a right of contribution from each other 74.5 person that was liable as a general partner under section 74.6 321.404 when the obligation was incurred and has not been 74.7 released from the obligation under section 321.607; and 74.8 (B) the contribution due from each of those persons is in 74.9 proportion to the right to receive distributions in the capacity 74.10 of general partner in effect for each of those persons when the 74.11 obligation was incurred. 74.12 (b) In addition to any other liability provided by law: 74.13 (1) a person that immediately before a conversion or merger 74.14 became effective was a general partner in a converting or 74.15 constituent limited partnership that was not a limited liability 74.16 limited partnership is personally liable for each obligation of 74.17 the converted or surviving organization arising from a 74.18 transaction with a third party after the conversion or merger 74.19 becomes effective, if, at the time the third party enters into 74.20 the transaction, the third party: 74.21 (A) does not have notice of the conversion or merger; and 74.22 (B) reasonably believes that: 74.23 (i) the converted or surviving business is the converting 74.24 or constituent limited partnership; 74.25 (ii) the converting or constituent limited partnership is 74.26 not a limited liability limited partnership; and 74.27 (iii) the person is a general partner in the converting or 74.28 constituent limited partnership; and 74.29 (2) a person that was dissociated as a general partner from 74.30 a converting or constituent limited partnership before the 74.31 conversion or merger became effective is personally liable for 74.32 each obligation of the converted or surviving organization 74.33 arising from a transaction with a third party after the 74.34 conversion or merger becomes effective, if: 74.35 (A) immediately before the conversion or merger became 74.36 effective the converting or surviving limited partnership was 75.1 not a limited liability limited partnership; and 75.2 (B) at the time the third party enters into the transaction 75.3 less than two years have passed since the person dissociated as 75.4 a general partner and the third party: 75.5 (i) does not have notice of the dissociation; 75.6 (ii) does not have notice of the conversion or merger; and 75.7 (iii) reasonably believes that the converted or surviving 75.8 organization is the converting or constituent limited 75.9 partnership, the converting or constituent limited partnership 75.10 is not a limited liability limited partnership, and the person 75.11 is a general partner in the converting or constituent limited 75.12 partnership. 75.13 Sec. 98. [321.1112] [POWER OF GENERAL PARTNERS AND PERSONS 75.14 DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER 75.15 CONVERSION OR MERGER.] 75.16 (a) An act of a person that immediately before a conversion 75.17 or merger became effective was a general partner in a converting 75.18 or constituent limited partnership binds the converted or 75.19 surviving organization after the conversion or merger becomes 75.20 effective, if: 75.21 (1) before the conversion or merger became effective, the 75.22 act would have bound the converting or constituent limited 75.23 partnership under section 321.402; and 75.24 (2) at the time the third party enters into the 75.25 transaction, the third party: 75.26 (A) does not have notice of the conversion or merger; and 75.27 (B) reasonably believes that the converted or surviving 75.28 business is the converting or constituent limited partnership 75.29 and that the person is a general partner in the converting or 75.30 constituent limited partnership. 75.31 (b) An act of a person that before a conversion or merger 75.32 became effective was dissociated as a general partner from a 75.33 converting or constituent limited partnership binds the 75.34 converted or surviving organization after the conversion or 75.35 merger becomes effective, if: 75.36 (1) before the conversion or merger became effective, the 76.1 act would have bound the converting or constituent limited 76.2 partnership under section 321.402 if the person had been a 76.3 general partner; and 76.4 (2) at the time the third party enters into the 76.5 transaction, less than two years have passed since the person 76.6 dissociated as a general partner and the third party: 76.7 (A) does not have notice of the dissociation; 76.8 (B) does not have notice of the conversion or merger; and 76.9 (C) reasonably believes that the converted or surviving 76.10 organization is the converting or constituent limited 76.11 partnership and that the person is a general partner in the 76.12 converting or constituent limited partnership. 76.13 (c) If a person having knowledge of the conversion or 76.14 merger causes a converted or surviving organization to incur an 76.15 obligation under subsection (a) or (b), the person is liable: 76.16 (1) to the converted or surviving organization for any 76.17 damage caused to the organization arising from the obligation; 76.18 and 76.19 (2) if another person is liable for the obligation, to that 76.20 other person for any damage caused to that other person arising 76.21 from the liability. 76.22 Sec. 99. [321.1113] [CHAPTER NOT EXCLUSIVE.] 76.23 This chapter does not preclude an entity from being 76.24 converted or merged under other law. 76.25 Sec. 100. [321.1114] [CONFLICT RELATING TO MERGER OR 76.26 CONVERSION.] 76.27 If a partnership governed by chapter 323A participates in a 76.28 merger or conversion under chapter 321, then in the event of any 76.29 conflict between the provisions of chapter 323A and chapter 321 76.30 relating to the merger or conversion, the provisions of chapter 76.31 321 control chapter 321. 76.32 ARTICLE 12 76.33 MISCELLANEOUS PROVISIONS 76.34 Sec. 101. [321.1201] [UNIFORMITY OF APPLICATION AND 76.35 CONSTRUCTION.] 76.36 In applying and construing this chapter, consideration must 77.1 be given to the need to promote uniformity of the law with 77.2 respect to its subject matter among states that enact it. 77.3 Sec. 102. [321.1202] [SEVERABILITY CLAUSE.] 77.4 If any provision of this chapter or its application to any 77.5 person or circumstance is held invalid, the invalidity does not 77.6 affect other provisions or applications of this chapter which 77.7 can be given effect without the invalid provision or 77.8 application, and to this end the provisions of this chapter are 77.9 severable. 77.10 Sec. 103. [321.1203] [RELATION TO ELECTRONIC SIGNATURES IN 77.11 GLOBAL AND NATIONAL COMMERCE ACT.] 77.12 This chapter modifies, limits, or supersedes the federal 77.13 Electronic Signatures in Global and National Commerce Act, 15 77.14 U.S.C. Section 7001 et seq., but this chapter does not modify, 77.15 limit, or supersede Section 101(c) of that Act or authorize 77.16 electronic delivery of any of the notices described in Section 77.17 103(b) of that Act. 77.18 Sec. 104. [321.1206] [APPLICATION TO EXISTING 77.19 RELATIONSHIPS.] 77.20 (a) Beginning January 1, 2005, no person may use chapter 77.21 322A to form an entity. 77.22 (b) Before January 1, 2007, this chapter governs only: 77.23 (1) a limited partnership formed on or after January 1, 77.24 2005; and 77.25 (2) except as otherwise provided in subsection (d): 77.26 (i) a limited partnership formed under chapter 322A which 77.27 elects, in the manner provided in its partnership agreement or 77.28 by law for amending the partnership agreement, to be subject to 77.29 this chapter; and 77.30 (ii) a limited partnership formed under chapter 322, if the 77.31 limited partnership elects pursuant to subsection (f) to be 77.32 subject to this chapter. 77.33 (c) Except as otherwise provided in subsection (d), on and 77.34 after January 1, 2007, this chapter governs: 77.35 (1) any limited partnership formed under chapter 322A which 77.36 has not previously elected to be governed by this chapter and is 78.1 still in existence on January 1, 2007; and 78.2 (2) all limited partnerships, including each limited 78.3 partnership formed under chapter 322A which has previously 78.4 elected to become governed by this chapter and each limited 78.5 partnership formed under chapter 322 which has elected, 78.6 previously or otherwise, to be governed by this chapter. 78.7 (d) With respect to a limited partnership formed before 78.8 January 1, 2005, the following rules apply except as the 78.9 partners otherwise elect in the manner provided in the 78.10 partnership agreement or by law for amending the partnership 78.11 agreement: 78.12 (1) section 321.104(c) does not apply and the limited 78.13 partnership has whatever duration it had under the law 78.14 applicable immediately before the limited partnership became 78.15 subject to this chapter; 78.16 (2) the limited partnership is not required to amend its 78.17 certificate of limited partnership to comply with section 78.18 321.201(a)(4); 78.19 (3) sections 321.601 and 321.602 do not apply and a limited 78.20 partner has the same right and power to dissociate from the 78.21 limited partnership, with the same consequences, as existed 78.22 immediately before the limited partnership became subject to 78.23 this chapter; 78.24 (4) section 321.603(4) does not apply; 78.25 (5) section 321.603(5) does not apply and a court has the 78.26 same power to expel a general partner as the court had 78.27 immediately before the limited partnership became subject to 78.28 this chapter; and 78.29 (6) section 321.801(3) does not apply and the connection 78.30 between a person's dissociation as a general partner and the 78.31 dissolution of the limited partnership is the same as existed 78.32 immediately before the limited partnership became subject to 78.33 this chapter; 78.34 (e) If subsection (c) causes a limited partnership that is 78.35 a limited liability limited partnership under section 322A.88 to 78.36 become subject to this chapter: 79.1 (1) if immediately before the limited partnership that is a 79.2 limited liability limited partnership under section 322A.88 79.3 became subject to this chapter its name complied with section 79.4 322A.02, the limited partnership may maintain its name even if 79.5 the name does not comply with section 321.108(c); and 79.6 (2) the statement of qualification of the limited 79.7 partnership that is a limited liability limited partnership 79.8 under section 322A.88, on file with the secretary of state 79.9 pursuant to section 322A.88(a)(2), is deemed to amend the 79.10 limited partnership's certificate of limited partnership to 79.11 state that the limited partnership is a limited liability 79.12 limited partnership. 79.13 (f) On or after January 1, 2005, a limited partnership 79.14 formed under chapter 322 may become subject to this chapter if: 79.15 (1) it elects, in the manner provided in its partnership 79.16 agreement or by law for amending the partnership agreement, to 79.17 be subject to this chapter; 79.18 (2) neither its certificate of limited partnership nor its 79.19 partnership agreement prohibit the election; 79.20 (3) its certificate of limited partnership, on file with 79.21 the county recorder, is amended to state the election and, as 79.22 may be necessary, to comply with this chapter; and 79.23 (4) a certified copy of the amended certificate of limited 79.24 partnership, and of all other limited partnership documents 79.25 previously filed with the county recorder, is filed with the 79.26 secretary of state. 79.27 Sec. 105. [321.1207] [SAVINGS CLAUSE.] 79.28 This chapter does not affect an action commenced, 79.29 proceeding brought, or right accrued before this chapter takes 79.30 effect. 79.31 Sec. 106. [321.1208] [EFFECT OF DESIGNATION.] 79.32 Except as otherwise provided in this chapter, a limited 79.33 partnership remains the same entity for purposes of holding 79.34 title to or conveying an interest in real or personal property 79.35 and for all other purposes: 79.36 (1) during the winding up of the limited partnership 80.1 following its dissolution; 80.2 (2) whether the certificate of limited partnership of a 80.3 limited partnership is amended to add or delete a statement that 80.4 the limited partnership is a limited liability limited 80.5 partnership pursuant to section 406(b)(2); and 80.6 (3) regardless of whether the words "limited partnership," 80.7 "limited liability limited partnership," or the designation "LP," 80.8 "L.P.," "LLLP," or "L.L.L.P." are used in an instrument 80.9 conveying an interest in real or personal property to or from 80.10 the limited partnership or in any other writing. 80.11 Sec. 107. [REPEALER.] 80.12 Minnesota Statutes 2002, sections 322A.01; 322A.02; 80.13 322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 322A.12; 80.14 322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 322A.18; 322A.19; 80.15 322A.24; 322A.25; 322A.26; 322A.27; 322A.28; 322A.31; 322A.32; 80.16 322A.33; 322A.34; 322A.35; 322A.38; 322A.39; 322A.40; 322A.41; 80.17 322A.45; 322A.46; 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 80.18 322A.52; 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 80.19 322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 322A.72; 80.20 322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 322A.79; 322A.80; 80.21 322A.81; 322A.82; 322A.85; 322A.86; 322A.87; and 322A.88, are 80.22 repealed effective January 1, 2007. 80.23 Sec. 108. [EFFECTIVE DATE.] 80.24 This act is effective January 1, 2005. 80.25 ARTICLE 13 80.26 CONFORMING CHANGES 80.27 Sec. 109. Minnesota Statutes 2002, section 5.25, 80.28 subdivision 1, is amended to read: 80.29 Subdivision 1. [WHO MAY BE SERVED.] A process, notice, or 80.30 demand required or permitted by law to be served upon an entity 80.31 governed by chapter 221, 302A, 303, 317A, 321, 322A, 322B, 323, 80.32 330, 540, or 543 may be served on: (1) the registered agent, if 80.33 any; (2) if no agent has been appointed then on an officer, 80.34 manager, or general partner of the entity; or (3) if no agent, 80.35 officer, manager, or general partner can be found at the address 80.36 on file with the secretary of state, the secretary of state as 81.1 provided in this section. 81.2 Sec. 110. Minnesota Statutes 2002, section 302A.115, 81.3 subdivision 1, is amended to read: 81.4 Subdivision 1. [REQUIREMENTS; PROHIBITIONS.] The corporate 81.5 name: 81.6 (a) Shall be in the English language or in any other 81.7 language expressed in English letters or characters; 81.8 (b) Shall contain the word "corporation," "incorporated," 81.9 or "limited," or shall contain an abbreviation of one or more of 81.10 these words, or the word "company" or the abbreviation "Co." if 81.11 that word or abbreviation is not immediately preceded by the 81.12 word "and" or the character "&"; 81.13 (c) Shall not contain a word or phrase that indicates or 81.14 implies that it is incorporated for a purpose other than a legal 81.15 business purpose; 81.16 (d) Shall be distinguishable upon the records in the office 81.17 of the secretary of state from the name of each domestic 81.18 corporation, limited partnership, limited liability partnership, 81.19 and limited liability company, whether profit or nonprofit, and 81.20 each foreign corporation, limited partnership, limited liability 81.21 partnership, and limited liability company authorized or 81.22 registered to do business in this state, whether profit or 81.23 nonprofit, and each name the right to which is, at the time of 81.24 incorporation, reserved as provided for in sections 302A.117, 81.25322A.03321.109, 322B.125, or 333.001 to 333.54, unless there is 81.26 filed with the articles one of the following: 81.27 (1) The written consent of the domestic corporation, 81.28 limited partnership, limited liability partnership, or limited 81.29 liability company, or the foreign corporation, limited 81.30 partnership, limited liability partnership, or limited liability 81.31 company authorized or registered to do business in this state or 81.32 the holder of a reserved name or a name filed by or registered 81.33 with the secretary of state under sections 333.001 to 333.54 81.34 having a name that is not distinguishable; 81.35 (2) A certified copy of a final decree of a court in this 81.36 state establishing the prior right of the applicant to the use 82.1 of the name in this state; or 82.2 (3) The applicant's affidavit that the corporation, limited 82.3 partnership, or limited liability company with the name that is 82.4 not distinguishable has been incorporated or on file in this 82.5 state for at least three years prior to the affidavit, if it is 82.6 a domestic corporation, limited partnership, or limited 82.7 liability company, or has been authorized or registered to do 82.8 business in this state for at least three years prior to the 82.9 affidavit, if it is a foreign corporation, limited partnership, 82.10 or limited liability company, or that the holder of a name filed 82.11 or registered with the secretary of state under sections 333.001 82.12 to 333.54 filed or registered that name at least three years 82.13 prior to the affidavit; that the corporation, limited 82.14 partnership, or limited liability company or holder has not 82.15 during the three-year period before the affidavit filed any 82.16 document with the secretary of state; that the applicant has 82.17 mailed written notice to the corporation, limited partnership, 82.18 or limited liability company or the holder of a name filed or 82.19 registered with the secretary of state under sections 333.001 to 82.20 333.54 by certified mail, return receipt requested, properly 82.21 addressed to the registered office of the corporation or limited 82.22 liability company or in care of the agent of the limited 82.23 partnership, or the address of the holder of a name filed or 82.24 registered with the secretary of state under sections 333.001 to 82.25 333.54, shown in the records of the secretary of state, stating 82.26 that the applicant intends to use a name that is not 82.27 distinguishable and the notice has been returned to the 82.28 applicant as undeliverable to the addressee corporation, limited 82.29 partnership, limited liability company, or holder of a name 82.30 filed or registered with the secretary of state under sections 82.31 333.001 to 333.54; that the applicant, after diligent inquiry, 82.32 has been unable to find any telephone listing for the 82.33 corporation, limited partnership, or limited liability company 82.34 with the name that is not distinguishable in the county in which 82.35 is located the registered office of the corporation, limited 82.36 partnership, or limited liability company shown in the records 83.1 of the secretary of state or has been unable to find any 83.2 telephone listing for the holder of a name filed or registered 83.3 with the secretary of state under sections 333.001 to 333.54 in 83.4 the county in which is located the address of the holder shown 83.5 in the records of the secretary of state; and that the applicant 83.6 has no knowledge that the corporation, limited partnership, 83.7 limited liability company, or holder of a name filed or 83.8 registered with the secretary of state under sections 333.001 to 83.9 333.54 is currently engaged in business in this state. 83.10 Sec. 111. Minnesota Statutes 2002, section 308A.121, 83.11 subdivision 1, is amended to read: 83.12 Subdivision 1. [NAME.] The name of a cooperative must 83.13 distinguish the cooperative upon the records in the Office of 83.14 the Secretary of State from the name of a domestic corporation, 83.15 whether profit or nonprofit, or a limited partnership, or a 83.16 foreign corporation or a limited partnership authorized or 83.17 registered to do business in this state, whether profit or 83.18 nonprofit, a limited liability company, whether domestic or 83.19 foreign, a limited liability partnership, whether domestic or 83.20 foreign, or a name the right to which is, at the time of 83.21 incorporation, reserved or provided for in sections 302A.117, 83.22 317A.117,322A.03321.109, 322B.125, or 333.001 to 333.54. 83.23 Sec. 112. Minnesota Statutes 2002, section 317A.115, 83.24 subdivision 2, is amended to read: 83.25 Subd. 2. [NAME MUST BE DISTINGUISHABLE.] (a) A corporate 83.26 name must be distinguishable upon the records in the Office of 83.27 the Secretary of State from the name of a domestic corporation 83.28 or limited partnership, a foreign corporation or limited 83.29 partnership authorized or registered to do business in this 83.30 state, whether profit or nonprofit, a limited liability company, 83.31 whether domestic or foreign, a limited liability partnership, 83.32 whether domestic or foreign, or a name the right to which is, at 83.33 the time of incorporation, reserved, registered, or provided for 83.34 in section 317A.117, 302A.117,322A.03321.109, 322B.125, or 83.35 sections 333.001 to 333.54, unless one of the following is filed 83.36 with the articles: 84.1 (1) the written consent of the organization having the name 84.2 that is not distinguishable; 84.3 (2) a certified copy of a final decree of a court in this 84.4 state establishing the prior right of the applicant to use its 84.5 corporate name in this state; or 84.6 (3) an affidavit of nonuse of the kind required by section 84.7 302A.115, subdivision 1, paragraph (d), clause (3). 84.8 (b) The secretary of state shall determine whether a name 84.9 is distinguishable from another name for purposes of this 84.10 section and section 317A.117. 84.11 (c) This subdivision does not affect the right of a 84.12 corporation existing on January 1, 1991, or a foreign 84.13 corporation authorized to do business in this state on that 84.14 date, to use its corporate name. 84.15 Sec. 113. Minnesota Statutes 2002, section 322B.12, 84.16 subdivision 1, is amended to read: 84.17 Subdivision 1. [REQUIREMENTS AND PROHIBITIONS.] The 84.18 limited liability company name must: 84.19 (1) be in the English language or in any other language 84.20 expressed in English letters or characters; 84.21 (2) contain the words "limited liability company," or must 84.22 contain the abbreviation "LLC" or, in the case of an 84.23 organization formed pursuant to chapter 319B, must meet the 84.24 requirements of section 319B.05 applicable to a limited 84.25 liability company; 84.26 (3) not contain the word corporation or incorporated and 84.27 must not contain the abbreviation of either or both of these 84.28 words; 84.29 (4) not contain a word or phrase that indicates or implies 84.30 that it is organized for a purpose other than a legal business 84.31 purpose; and 84.32 (5) be distinguishable upon the records in the Office of 84.33 the Secretary of State from the name of each domestic limited 84.34 liability company, limited liability partnership, corporation, 84.35 and limited partnership, whether profit or nonprofit, and each 84.36 foreign limited liability company, limited liability 85.1 partnership, corporation, and limited partnership authorized or 85.2 registered to do business in this state, whether profit or 85.3 nonprofit, and each name the right to which is, at the time of 85.4 organization, reserved as provided for in sections 302A.117, 85.5 317A.117,322A.03321.109, 322B.125, or 333.001 to 333.54, 85.6 unless there is filed with the articles of organization one of 85.7 the following: 85.8 (i) the written consent of the domestic limited liability 85.9 company, limited liability partnership, corporation, or limited 85.10 partnership or the foreign limited liability company, limited 85.11 liability partnership, corporation, or limited partnership 85.12 authorized or registered to do business in this state or the 85.13 holder of a reserved name or a name filed by or registered with 85.14 the secretary of state under sections 333.001 to 333.54 having a 85.15 name that is not distinguishable; 85.16 (ii) a certified copy of a final decree of a court in this 85.17 state establishing the prior right of the applicant to the use 85.18 of the name in this state; or 85.19 (iii) the applicant's affidavit that the limited liability 85.20 company, corporation, or limited partnership with the name that 85.21 is not distinguishable has been organized, incorporated, or on 85.22 file in this state for at least three years prior to the 85.23 affidavit, if it is a domestic limited liability company, 85.24 corporation, or limited partnership, or has been authorized or 85.25 registered to do business in this state for at least three years 85.26 prior to the affidavit, if it is a foreign limited liability 85.27 company, corporation, or limited partnership, or that the holder 85.28 of a name filed or registered with the secretary of state under 85.29 sections 333.001 to 333.54 filed or registered that name at 85.30 least three years prior to the affidavit, that the limited 85.31 liability company, corporation, or limited partnership or holder 85.32 has not during the three-year period before the affidavit filed 85.33 any document with the secretary of state; that the applicant has 85.34 mailed written notice to the limited liability company, 85.35 corporation, or limited partnership or the holder of a name 85.36 filed or registered with the secretary of state under sections 86.1 333.001 to 333.54 by certified mail, return receipt requested, 86.2 properly addressed to the registered office of the limited 86.3 liability company or corporation or in care of the agent of the 86.4 limited partnership, or the address of the holder of a name 86.5 filed or registered with the secretary of state under sections 86.6 333.001 to 333.54, shown in the records of the secretary of 86.7 state, stating that the applicant intends to use a name that is 86.8 not distinguishable and the notice has been returned to the 86.9 applicant as undeliverable to the addressee limited liability 86.10 company, corporation, or limited partnership or holder of a name 86.11 filed or registered with the secretary of state under sections 86.12 333.001 to 333.54; that the applicant, after diligent inquiry, 86.13 has been unable to find any telephone listing for the limited 86.14 liability company, corporation, or limited partnership with the 86.15 name that is not distinguishable in the county in which is 86.16 located the registered office of the limited liability company, 86.17 corporation, or limited partnership shown in the records of the 86.18 secretary of state or has been unable to find any telephone 86.19 listing for the holder of a name filed or registered with the 86.20 secretary of state under sections 333.001 to 333.54 in the 86.21 county in which is located the address of the holder shown in 86.22 the records of the secretary of state; and that the applicant 86.23 has no knowledge that the limited liability company, 86.24 corporation, or limited partnership or holder of a name filed or 86.25 registered with the secretary of state under sections 333.001 to 86.26 333.54 is currently engaged in business in this state. 86.27 Sec. 114. Minnesota Statutes 2002, section 323A.1-01, is 86.28 amended to read: 86.29 323A.1-01 [DEFINITIONS.] 86.30 In this chapter: 86.31 (1) "Business" includes every trade, occupation, and 86.32 profession. 86.33 (2) "Debtor in bankruptcy" means a person who is the 86.34 subject of: 86.35 (i) an order for relief under Title 11 of the United States 86.36 Code or a comparable order under a successor statute of general 87.1 application; or 87.2 (ii) a comparable order under federal, state, or foreign 87.3 law governing insolvency. 87.4 (3) "Distribution" means a transfer of money or other 87.5 property from a partnership to a partner in the partner's 87.6 capacity as a partner or to the partner's transferee. 87.7 (4) "Executed" means signed. 87.8 (5) "Filed" or "filed with the secretary of state" means 87.9 that a document meeting the applicable requirements of this 87.10 chapter, signed, and accompanied by a filing fee of $135, has 87.11 been delivered to the secretary of state. The secretary of 87.12 state shall endorse on the document the word "Filed" and the 87.13 month, day, and year of filing; record the document in the 87.14 office of the secretary of state; and return a document to the 87.15 person who delivered it for filing. 87.16 (6) "Foreign limited liability partnership" means a 87.17 partnership that: 87.18 (i) is formed under laws other than the laws of this state; 87.19 and 87.20 (ii) has the status of a limited liability partnership 87.21 under those laws. 87.22 (7) "Limited liability partnership" means a partnership 87.23 that has filed a statement of qualification under section 87.24 323A.10-01 and does not have a similar statement in effect in 87.25 any other jurisdiction. 87.26 (8) "Partnership" means an association of two or more 87.27 persons to carry on as co-owners a business for profit, 87.28 including a limited liability partnership, formed under section 87.29 323A.2-02, predecessor law, or comparable law of another 87.30 jurisdiction. 87.31 (9) "Partnership agreement" means the agreement, whether 87.32 written, oral, or implied, among the partners concerning the 87.33 partnership, including amendments to the partnership agreement. 87.34 (10) "Partnership at will" means a partnership in which the 87.35 partners have not agreed to remain partners until the expiration 87.36 of a definite term or the completion of a particular undertaking. 88.1 (11) "Partnership interest" or "partner's interest in the 88.2 partnership" means all of a partner's interests in the 88.3 partnership, including the partner's transferable interest and 88.4 all management and other rights. 88.5 (12) "Person" means an individual, corporation, business 88.6 trust, estate, trust, partnership, association, joint venture, 88.7 government, governmental subdivision, agency, or 88.8 instrumentality, or any other legal or commercial entity. 88.9 (13) "Property" means all property, real, personal, or 88.10 mixed, tangible or intangible, or any interest in property. 88.11 (14) "Record," "recorded," and "recording" mean that a 88.12 certified copy of a statement meeting the applicable 88.13 requirements of this chapter as filed with the secretary of 88.14 state has beendelivered to and filed in the office of the88.15county recorder or registrar of titles, whichever office88.16maintains the records for the real property affected by such88.17statement and,recorded in the Office of the County Recorder in 88.18 the county in which the real property affected by the statement 88.19 is located or, if the real property is registeredlandunder 88.20 chapter 508 or 508A,that the statement ismemorialized on the 88.21 certificate of title forthe affected realthat property. 88.22 (15) "Signed" means that: 88.23 (i) the signature of a person has been written on a 88.24 document, as provided in section 645.44, subdivision 14; and 88.25 (ii) with respect to a document that may be filed with the 88.26 secretary of state, the document has been signed by a person 88.27 authorized to do so by this chapter, by the partnership 88.28 agreement, or by a resolution approved as provided in the 88.29 partnership agreement. 88.30 A signature on a document may be a facsimile affixed, 88.31 engraved, printed, placed, stamped with indelible ink, 88.32 transmitted by facsimile or electronically, or in any other 88.33 manner reproduced on the document. 88.34 (16) "State" means a state of the United States, the 88.35 District of Columbia, the Commonwealth of Puerto Rico, or any 88.36 territory or insular possession subject to the jurisdiction of 89.1 the United States. 89.2 (17) "Statement" means a statement of partnership authority 89.3 under section 323A.3-03, a statement of denial under section 89.4 323A.3-04, a statement of dissociation under section 323A.7-04, 89.5 a statement of dissolution under section 323A.8-05, a statement 89.6 of merger under section 323A.9-07, a statement of qualification 89.7 under section 323A.10-01, a statement of foreign qualification 89.8 under section 323A.11-02, or an amendment or cancellation of any 89.9 of the foregoing. 89.10 (18) "Transfer" includes an assignment, conveyance, lease, 89.11 mortgage, deed, and encumbrance. 89.12 ARTICLE 14 89.13 OTHER BUSINESS ORGANIZATIONS 89.14 Section 1. Minnesota Statutes 2002, section 302A.011, 89.15 subdivision 21, is amended to read: 89.16 Subd. 21. [PARENT.] "Parent" of a specified corporation 89.17 means a corporation or a foreign corporation that directly, or 89.18 indirectly through related organizations, owns more than 50 89.19 percent of the voting power of the shares entitled to vote for 89.20 directors of the specified corporation. 89.21 Sec. 2. Minnesota Statutes 2002, section 302A.011, 89.22 subdivision 31, is amended to read: 89.23 Subd. 31. [SUBSIDIARY.] "Subsidiary" of a specified 89.24 corporation means a corporation or a foreign corporation having 89.25 more than 50 percent of the voting power of its shares entitled 89.26 to vote for directors owned directly, or indirectly through 89.27 related organizations, by the specified corporation. 89.28 Sec. 3. Minnesota Statutes 2002, section 302A.011, 89.29 subdivision 49, is amended to read: 89.30 Subd. 49. [INTERESTED SHAREHOLDER.] (a) "Interested 89.31 shareholder," when used in reference to any issuing public 89.32 corporation, means any person that is (1) the beneficial owner, 89.33 directly or indirectly, of ten percent or more of the voting 89.34 power of the outstanding shares entitled to vote of the issuing 89.35 public corporation or (2) an affiliate or associate of the 89.36 issuing public corporationandthat, at any time within the 90.1 four-year period immediately before the date in question, was 90.2 the beneficial owner, directly or indirectly, of ten percent or 90.3 more of the voting power of the then outstanding shares entitled 90.4 to vote of the issuing public corporation.Notwithstanding90.5anything stated in this subdivision,90.6 (b) If a person who has not been a beneficial owner of ten 90.7 percent or more of the voting power of the outstanding shares 90.8 entitled to vote of the issuing public corporation immediately 90.9 prior to a repurchase of shares by, or recapitalization of, the 90.10 issuing public corporation or similar action shall become a 90.11 beneficial owner of ten percent or more of the voting power 90.12 solely as a result of the share repurchase, recapitalization, or 90.13 similar action, the person shall not be deemed to be the 90.14 beneficial owner of ten percent or more of the voting power for 90.15 purposes of paragraph (a), clause (1) or (2), unless: 90.16(i)(1) the repurchase, recapitalization, conversion, or 90.17 similar action was proposed by or on behalf of, or pursuant to 90.18 any agreement, arrangement, relationship, understanding, or 90.19 otherwise (whether or not in writing) with, the person or any 90.20 affiliate or associate of the person; or 90.21(ii)(2) the person thereafter acquires beneficial 90.22 ownership, directly or indirectly, of outstanding shares 90.23 entitled to vote of the issuing public corporation and, 90.24 immediately after the acquisition, is the beneficial owner, 90.25 directly or indirectly, of ten percent or more of the voting 90.26 power of the outstanding shares entitled to vote of the issuing 90.27 public corporation. 90.28(b)(c) Interested shareholder does not include: 90.29 (1) the issuing public corporation or any of its 90.30 subsidiaries;or90.31 (2) a savings, employee stock ownership, or other employee 90.32 benefit plan of the issuing public corporation or its 90.33 subsidiary, or a fiduciary of the plan when acting in a 90.34 fiduciary capacity pursuant to the plan.; or 90.35 (3) a licensed broker/dealer or licensed underwriter who: 90.36 (i) purchases shares of an issuing public corporation 91.1 solely for purposes of resale to the public; and 91.2 (ii) is not acting in concert with an interested 91.3 shareholder. 91.4 (d) For purposes of this subdivision, shares beneficially 91.5 owned by a plan described in paragraph (c), clause (2), or by a 91.6 fiduciary of a plan described in paragraph (c), clause (2), 91.7 pursuant to the plan, are not deemed to be beneficially owned by 91.8 a person who is a fiduciary of the plan. 91.9 Sec. 4. Minnesota Statutes 2002, section 302A.011, 91.10 subdivision 51, is amended to read: 91.11 Subd. 51. [SHARE ACQUISITION DATE.] "Share acquisition 91.12 date," with respect to any person and any issuing public 91.13 corporation, means the date that the person first becomes an 91.14 interested shareholder of the issuing public corporation;91.15provided, however, that in the event. Notwithstanding the 91.16 foregoing provisions of this subdivision: 91.17 (a) if a person becomes, on one or more dates, an 91.18 interested shareholder of the issuing public corporation, but 91.19 thereafter ceases to be an interested shareholder of the issuing 91.20 public corporation, and subsequently again becomes an interested 91.21 shareholder, "share acquisition date," with respect to that 91.22 person means the date on which the person most recently became 91.23 an interested shareholder of the issuing public corporation.; 91.24 and 91.25 (b) if, on or after August 1, 2004, a person is the 91.26 beneficial owner, directly or indirectly, of ten percent or more 91.27 of the voting power of the outstanding shares entitled to vote 91.28 of the issuing public corporation at the time the issuing public 91.29 corporation becomes a publicly held corporation, "share 91.30 acquisition date," with respect to that person means the date on 91.31 which the person first became the beneficial owner, directly or 91.32 indirectly, of ten percent or more of the voting power of the 91.33 outstanding shares entitled to vote of the corporation. 91.34 Sec. 5. Minnesota Statutes 2002, section 302A.011, is 91.35 amended by adding a subdivision to read: 91.36 Subd. 63. [CONVERTED ORGANIZATION.] "Converted 92.1 organization" means the corporation or domestic limited 92.2 liability company resulting from a conversion under sections 92.3 302A.681 to 302A.691. 92.4 Sec. 6. Minnesota Statutes 2002, section 302A.011, is 92.5 amended by adding a subdivision to read: 92.6 Subd. 64. [CONVERTING ORGANIZATION.] "Converting 92.7 organization" means the corporation or domestic limited 92.8 liability company that effects a conversion under sections 92.9 302A.681 to 302A.691. 92.10 Sec. 7. Minnesota Statutes 2002, section 302A.111, 92.11 subdivision 2, is amended to read: 92.12 Subd. 2. [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY 92.13 IN ARTICLES.] The following provisions govern a corporation 92.14 unless modified in the articles: 92.15 (a) a corporation has general business purposes (section 92.16 302A.101); 92.17 (b) a corporation has perpetual existence and certain 92.18 powers (section 302A.161); 92.19 (c) the power to adopt, amend, or repeal the bylaws is 92.20 vested in the board (section 302A.181); 92.21 (d) a corporation must allow cumulative voting for 92.22 directors (section 302A.215, subdivision 2); 92.23 (e) the affirmative vote of a majority of directors present 92.24 is required for an action of the board (section 302A.237); 92.25 (f) a written action by the board taken without a meeting 92.26 must be signed by all directors (section 302A.239); 92.27 (g) the board may authorize the issuance of securities and 92.28 rights to purchase securities (section 302A.401, subdivision 1); 92.29 (h) all shares are common shares entitled to vote and are 92.30 of one class and one series (section 302A.401, subdivision 2, 92.31 clauses (a) and (b)); 92.32 (i) all shares have equal rights and preferences in all 92.33 matters not otherwise provided for by the board (section 92.34 302A.401, subdivision 2, clause (b)); 92.35 (j) the par value of shares is fixed at one cent per share 92.36 for certain purposes and may be fixed by the board for certain 93.1 other purposes (section 302A.401, subdivision 2, clause (c)); 93.2 (k) the board or the shareholders may issue shares for any 93.3 consideration or for no consideration to effectuate share 93.4 dividends, divisions, or combinations, and determine the value 93.5 of nonmonetary consideration (section 302A.405, subdivision 1); 93.6 (l) shares of a class or series must not be issued to 93.7 holders of shares of another class or series to effectuate share 93.8 dividends, divisions, or combinations, unless authorized by a 93.9 majority of the voting power of the shares of the same class or 93.10 series as the shares to be issued (section 302A.405, subdivision 93.11 1); 93.12 (m) a corporation may issue rights to purchase securities 93.13 whose terms, provisions, and conditions are fixed by the board 93.14 (section 302A.409); 93.15 (n) a shareholder has certain preemptive rights, unless 93.16 otherwise provided by the board (section 302A.413); 93.17 (o) the affirmative vote of the holders of a majority of 93.18 the voting power of the shares present and entitled to vote at a 93.19 duly held meeting is required for an action of the shareholders, 93.20 except where this chapter requires the affirmative vote of a 93.21 plurality of the votes cast (section 302A.215, subdivision 1) or 93.22 a majority of the voting power of all shares entitled to vote 93.23 (section 302A.437, subdivision 1); 93.24 (p) shares of a corporation acquired by the corporation may 93.25 be reissued (section 302A.553, subdivision 1); 93.26 (q) each share has one vote unless otherwise provided in 93.27 the terms of the share (section 302A.445, subdivision 3); 93.28 (r) a corporation may issue shares for a consideration less 93.29 than the par value, if any, of the shares (section 302A.405, 93.30 subdivision 2);and93.31 (s) the board may effect share dividends, divisions, and 93.32 combinations under certain circumstances without shareholder 93.33 approval (section 302A.402); and 93.34 (t) a written action of shareholders must be signed by all 93.35 shareholders (section 302A.441). 93.36 Sec. 8. Minnesota Statutes 2002, section 302A.137, is 94.1 amended to read: 94.2 302A.137 [CLASS OR SERIES VOTING ON AMENDMENTS.] 94.3 The holders of the outstanding shares of a class or series 94.4 are entitled to vote as a class or series upon a proposed 94.5 amendment, whether or not entitled to vote thereon by the 94.6 provisions of the articles, if the amendment would: 94.7 (a)Increase or decrease the aggregate number of authorized94.8shares of the class or series;94.9(b)effect an exchange, reclassification, or cancellation 94.10 of all or part of the shares of the class or series, or effect a 94.11 combination of outstanding shares of a class or series into a 94.12 lesser number of shares of the class or series where each other 94.13 class and series is not subject to a similar combination; 94.14(c)(b) effect an exchange, or create a right of exchange, 94.15 of all or any part of the shares of another class or series for 94.16 the shares of the class or series; 94.17(d)(c) change the rights or preferences of the shares of 94.18 the class or series; 94.19(e) Change the shares of the class or series, whether with94.20or without par value, into the same or a different number of94.21shares, either with or without par value, of another class or94.22series;94.23(f)(d) create a new class or series of shares having 94.24 rights and preferences prior and superior to the shares of that 94.25 class or series, or increase the rights and preferences or the 94.26 number of authorized shares, of a class or series having rights 94.27 and preferences prior or superior to the shares of that class or 94.28 series; 94.29(g)(e) divide the shares of the class into series and 94.30 determine the designation of each series and the variations in 94.31 the relative rights and preferences between the shares of each 94.32 series, or authorize the board to do so; 94.33(h)(f) limit or deny any existing preemptive rights of the 94.34 shares of the class or series; or 94.35(i)(g) cancel or otherwise affect distributions on the 94.36 shares of the class or series that have accrued but have not 95.1 been declared. 95.2 Sec. 9. Minnesota Statutes 2002, section 302A.215, is 95.3 amended to read: 95.4 302A.215 [CUMULATIVEVOTING FOR DIRECTORS; CUMULATIVE 95.5 VOTING.] 95.6 Subdivision 1. [REQUIRED VOTE.] Unless otherwise provided 95.7 in the articles, directors are elected by a plurality of the 95.8 voting power of the shares present and entitled to vote on the 95.9 election of directors at a meeting at which a quorum is present. 95.10 Subd. 2. [CUMULATIVE VOTING RIGHTS.] Unless the articles 95.11 provide that there shall be no cumulative voting, and except as 95.12 provided in section 302A.223, subdivision 5, each shareholder 95.13 entitled to vote for directors has the right to cumulate those 95.14 votes in the election of directors by giving written notice of 95.15 intent to cumulate those votes to any officer of the corporation 95.16 before the meeting, or to the presiding officer at the meeting 95.17 at which the election is to occur at any time before the 95.18 election of directors at the meeting, in which case: 95.19 (a) The presiding officer at the meeting shall announce, 95.20 before the election of directors, that shareholders shall 95.21 cumulate their votes; and 95.22 (b) Each shareholder shall cumulate those votes either by 95.23 casting for one candidate the number of votes equal to the 95.24 number of directors to be elected multiplied by the number of 95.25 votes represented by the shares, or by distributing all of those 95.26 votes on the same principle among any number of candidates. 95.27 Subd.2.3. [MODIFICATIONS OF CUMULATIVE VOTING.] No 95.28 amendment to the articles or bylawswhichthat has the effect of 95.29 denying, limiting, or modifying the right to cumulative voting 95.30 for directors provided in this section shall be adopted if the 95.31 votes of a proportion of the voting power sufficient to elect a 95.32 director at an election of the entire board under cumulative 95.33 voting are cast against the amendment. 95.34 Sec. 10. Minnesota Statutes 2002, section 302A.231, 95.35 subdivision 4, is amended to read: 95.36 Subd. 4. [CALLING MEETINGS; NOTICE.] (a) Unless the 96.1 articles or bylaws provide for a different time period, a 96.2 director may call a board meeting by giving at least ten days' 96.3 notice or, in the case of organizational meetings pursuant to 96.4 section 302A.171, subdivision 2, at least three days' notice, to 96.5 all directors of the date, time, and place of the meeting. The 96.6 notice need not state the purpose of the meeting unless the 96.7 articles or bylaws require it. 96.8 (b) Any notice to a director given under any provision of 96.9 this chapter, the articles, or the bylaws by a form of 96.10 electronic communication consented to by the director to whom 96.11 the notice is given is effective when given. The notice is 96.12 deemed given if by: 96.13 (1) facsimile communication, when directed to a telephone 96.14 number at which the director has consented to receive notice; 96.15 (2) electronic mail, when directed to an electronic mail 96.16 address at which the director has consented to receive notice; 96.17 and 96.18 (3) any other form of electronic communication by which the 96.19 director has consented to receive notice, when directed to the 96.20 director. 96.21 (c) Consent by a director to notice given by electronic 96.22 communication may be given in writing or by authenticated 96.23 electronic communication. Any consent so given may be relied 96.24 upon until revoked by the director, provided that no revocation 96.25 affects the validity of any notice given before receipt of 96.26 revocation of the consent. 96.27 Sec. 11. Minnesota Statutes 2002, section 302A.231, 96.28 subdivision 6, is amended to read: 96.29 Subd. 6. [WAIVER OF NOTICE.] A director may waive notice 96.30 of a meeting of the board. A waiver of notice by a director 96.31 entitled to notice is effective whether given before, at, or 96.32 after the meeting, and whether given in writing, orally, by 96.33 authenticated electronic communication, or by attendance. 96.34 Attendance by a director at a meeting is a waiver of notice of 96.35 that meeting, except where the director objects at the beginning 96.36 of the meeting to the transaction of business because the 97.1 meeting is not lawfully called or convened and does not 97.2 participate thereafter in the meeting. 97.3 Sec. 12. Minnesota Statutes 2002, section 302A.401, 97.4 subdivision 3, is amended to read: 97.5 Subd. 3. [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 97.6 restrictions in the articles, the power granted in subdivision 2 97.7 may be exercised by a resolution or resolutions approved by the 97.8 affirmative vote of the directors required by section 302A.237 97.9 establishing a class or series, setting forth the designation of 97.10 the class or series, and fixing the relative rights and 97.11 preferences of the class or series. Any of the rights and 97.12 preferences of a class or series established in the articles or 97.13 by resolution of the directors: 97.14 (1) may be made dependent upon facts ascertainable outside 97.15 the articles, or outside the resolution or resolutions 97.16 establishing the class or series, provided that the manner in 97.17 which the facts operate upon the rights and preferences of the 97.18 class or series is clearly and expressly set forth in the 97.19 articles or in the resolution or resolutions establishing the 97.20 class or series; and 97.21 (2) may incorporate by reference some or all of the terms 97.22 of any agreements, contracts, or other arrangements entered into 97.23 by the issuing corporation in connection with the establishment 97.24 of the class or series if the corporation retains at its 97.25 principal executive office a copy of the agreements, contracts, 97.26 or other arrangements or the portions incorporated by reference. 97.27 (b) A statement setting forth the name of the corporation 97.28 and the text of the resolution and certifying the adoption of 97.29 the resolution and the date of adoption shall be filed with the 97.30 secretary of state before the issuance of any shares for which 97.31 the resolution creates rights or preferences not set forth in 97.32 the articles; provided, however, where the shareholders have 97.33 received notice of the creation of shares with rights or 97.34 preferences not set forth in the articles before the issuance of 97.35 the shares, the statement may be filed any time within one year 97.36 after the issuance of the shares. The resolution is effective 98.1 when the statement has been filed with the secretary of state; 98.2 or, if it is not required to be filed with the secretary of 98.3 state before the issuance of shares, on the date of its adoption 98.4 by the directors. 98.5 (c) Filing a statementfiledwith the secretary of state in 98.6 accordance with paragraph (b) is not considered an amendment of 98.7 the articles for purposes of sections 302A.135, 302A.137, and 98.8 302A.471. Filing an amendment of such a statement with the 98.9 secretary of state is considered an amendment of the articles 98.10 for purposes of sections 302A.135, 302A.137, and 302A.471. 98.11 Sec. 13. Minnesota Statutes 2002, section 302A.402, 98.12 subdivision 2, is amended to read: 98.13 Subd. 2. [WHEN SHAREHOLDER APPROVAL REQUIRED; FILING OF 98.14 ARTICLES OF AMENDMENT.] (a) Articles of amendment must be 98.15 adopted by the board and the shareholders undersectionssection 98.16 302A.135 and, if required, section 302A.137 to effect a division 98.17 or combination if, as a result of the proposed division or 98.18 combination: 98.19 (1) the rights or preferences of the holders of outstanding 98.20 shares of any class or series will be adversely affected; or 98.21 (2) the percentage of authorized shares of any class or 98.22 series remaining unissued after the division or combination will 98.23 exceed the percentage of authorized shares of that class or 98.24 series that were unissued before the division or combination. 98.25 (b) If a division or combination is effected under this 98.26 subdivision, articles of amendment must be prepared that contain 98.27 the information required by section 302A.139. 98.28 Sec. 14. Minnesota Statutes 2002, section 302A.437, 98.29 subdivision 1, is amended to read: 98.30 Subdivision 1. [MAJORITY REQUIRED.] Except for the 98.31 election of directors, which is governed by section 302A.215, 98.32 the shareholders shall take action by the affirmative vote of 98.33 the holders of the greater of (1) a majority of the voting power 98.34 of the shares present and entitled to vote on that item of 98.35 business, or (2) a majority of the voting power of the minimum 98.36 number of the shares entitled to vote that would constitute a 99.1 quorum for the transaction of business at the meeting, except 99.2 where this chapter or the articles require a larger proportion 99.3 or number. If the articles require a larger proportion or 99.4 number than is required by this chapter for a particular action, 99.5 the articles control. 99.6 Sec. 15. Minnesota Statutes 2002, section 302A.441, is 99.7 amended to read: 99.8 302A.441 [ACTION WITHOUT A MEETING.] 99.9 Subdivision 1. [METHOD.] An action required or permitted 99.10 to be taken at a meeting of the shareholders may be taken 99.11 without a meeting by written action signed, or consented to by 99.12 authenticated electronic communication, by all of the 99.13 shareholders entitled to vote on that action. The articles of a 99.14 corporation that is not a publicly held corporation may provide 99.15 that any action may be taken by written action signed, or 99.16 consented to by authenticated electronic communication, by 99.17 shareholders having voting power equal to the voting power that 99.18 would be required to take the same action at a meeting of the 99.19 shareholders at which all shareholders were present. After the 99.20 adoption of the initial articles, an amendment to the articles 99.21 to permit written action to be taken by less than all 99.22 shareholders requires the approval of all of the shareholders 99.23 entitled to vote on the amendment. 99.24 Subd. 2. [EFFECTIVE TIME.] The written action is effective 99.25 when it has been signed, or consented to by authenticated 99.26 electronic communication, byall of thosethe required 99.27 shareholders, unless a different effective time is provided in 99.28 the written action. 99.29 Subd. 3. [NOTICE AND LIABILITY.] When written action is 99.30 permitted to be taken by less than all shareholders, all 99.31 shareholders must be notified of its text and effective time no 99.32 later than five days after the effective time of the action. 99.33 Failure to provide the notice does not invalidate the written 99.34 action. A shareholder who does not sign or consent to the 99.35 written action has no liability for any action authorized by the 99.36 written action. 100.1 Sec. 16. Minnesota Statutes 2002, section 302A.471, 100.2 subdivision 1, is amended to read: 100.3 Subdivision 1. [ACTIONS CREATING RIGHTS.] A shareholder of 100.4 a corporation may dissent from, and obtain payment for the fair 100.5 value of the shareholder's shares in the event of, any of the 100.6 following corporate actions: 100.7 (a) unless otherwise provided in the articles, an amendment 100.8 of the articles that materially and adversely affects the rights 100.9 or preferences of the shares of the dissenting shareholder in 100.10 that it: 100.11 (1) alters or abolishes a preferential right of the shares; 100.12 (2) creates, alters, or abolishes a right in respect of the 100.13 redemption of the shares, including a provision respecting a 100.14 sinking fund for the redemption or repurchase of the shares; 100.15 (3) alters or abolishes a preemptive right of the holder of 100.16 the shares to acquire shares, securities other than shares, or 100.17 rights to purchase shares or securities other than shares; 100.18 (4) excludes or limits the right of a shareholder to vote 100.19 on a matter, or to cumulate votes, except as the right may be 100.20 excluded or limited through the authorization or issuance of 100.21 securities of an existing or new class or series with similar or 100.22 different voting rights; except that an amendment to the 100.23 articles of an issuing public corporation that provides that 100.24 section 302A.671 does not apply to a control share acquisition 100.25 does not give rise to the right to obtain payment under this 100.26 section; or 100.27 (5) eliminates the right to obtain payment under this 100.28 subdivision; 100.29 (b) a sale, lease, transfer, or other disposition ofall or100.30substantially all of theproperty and assets of the corporation,100.31but not including a transaction permitted without shareholder100.32approval inthat requires shareholder approval under section 100.33 302A.661, subdivision1, or2, but not including a disposition 100.34 in dissolution described in section 302A.725, subdivision 2, or 100.35 a disposition pursuant to an order of a court, or a disposition 100.36 for cash on terms requiring that all or substantially all of the 101.1 net proceeds of disposition be distributed to the shareholders 101.2 in accordance with their respective interests within one year 101.3 after the date of disposition; 101.4 (c) a plan of merger, whether under this chapter or under 101.5 chapter 322B, to which the corporation is a constituent 101.6 organization, except as provided in subdivision 3, and except 101.7 for a plan of merger adopted under section 302A.626; 101.8 (d) a plan of exchange, whether under this chapter or under 101.9 chapter 322B, to which the corporation is a party as the 101.10 corporation whose shares will be acquired by the acquiring 101.11 corporation, except as provided in subdivision 3;or101.12 (e) a plan of conversion adopted by the corporation; or 101.13 (f) any other corporate action taken pursuant to a 101.14 shareholder vote with respect to which the articles, the bylaws, 101.15 or a resolution approved by the board directs that dissenting 101.16 shareholders may obtain payment for their shares. 101.17 Sec. 17. Minnesota Statutes 2002, section 302A.471, 101.18 subdivision 3, is amended to read: 101.19 Subd. 3. [RIGHTS NOT TO APPLY.] (a) Unless the articles, 101.20 the bylaws, or a resolution approved by the board otherwise 101.21 provide, the right to obtain payment under this section does not 101.22 apply to a shareholder of (1) the surviving corporation in a 101.23 merger with respect to shares of the shareholder that are not 101.24 entitled to be voted on the merger and are not canceled or 101.25 exchanged in the merger or (2) the corporation whose shares will 101.26 be acquired by the acquiring corporation in a plan of exchange 101.27 with respect to shares of the shareholder that are not entitled 101.28 to be voted on the plan of exchange and are not exchanged in the 101.29 plan of exchange. 101.30 (b) If a date is fixed according to section 302A.445, 101.31 subdivision 1, for the determination of shareholders entitled to 101.32 receive notice of and to vote on an action described in 101.33 subdivision 1, only shareholders as of the date fixed, and 101.34 beneficial owners as of the date fixed who hold through 101.35 shareholders, as provided in subdivision 2, may exercise 101.36 dissenters' rights. 102.1 (c) Notwithstanding subdivision 1, the right to obtain 102.2 payment under this section, other than in connection with a plan 102.3 of merger adopted under section 302A.621, is limited in 102.4 accordance with the following provisions: 102.5 (1) The right to obtain payment under this section is not 102.6 available for the holders of shares of any class or series of 102.7 shares that is listed on the New York Stock Exchange or the 102.8 American Stock Exchange or designated as a national market 102.9 system security on an interdealer quotation system by the 102.10 National Association of Securities Dealers, Inc. 102.11 (2) The applicability of clause (1) is determined as of: 102.12 (i) the record date fixed to determine the shareholders 102.13 entitled to receive notice of, and to vote at, the meeting of 102.14 shareholders to act upon the corporate action described in 102.15 subdivision 1; or 102.16 (ii) the day before the effective date of corporate action 102.17 described in subdivision 1 if there is no meeting of 102.18 shareholders. 102.19 (3) Clause (1) is not applicable, and the right to obtain 102.20 payment under this section is available pursuant to subdivision 102.21 1, for the holders of any class or series of shares who are 102.22 required by the terms of the corporate action described in 102.23 subdivision 1 to accept for such shares anything other than 102.24 shares, or cash in lieu of fractional shares, of any class or 102.25 any series of shares of the corporation, or any other 102.26 proprietary interest of any other entity, that satisfies the 102.27 standards set forth in clause (1) at the time the corporate 102.28 action becomes effective. 102.29 Sec. 18. Minnesota Statutes 2002, section 302A.473, 102.30 subdivision 3, is amended to read: 102.31 Subd. 3. [NOTICE OF DISSENT.] If the proposed action must 102.32 be approved by the shareholders and the corporation holds a 102.33 shareholder meeting, a shareholder who is entitled to dissent 102.34 under section 302A.471 and who wishes to exercise dissenters' 102.35 rights must file with the corporation before the vote on the 102.36 proposed action a written notice of intent to demand the fair 103.1 value of the shares owned by the shareholder and must not vote 103.2 the shares in favor of the proposed action. 103.3 Sec. 19. Minnesota Statutes 2002, section 302A.473, 103.4 subdivision 4, is amended to read: 103.5 Subd. 4. [NOTICE OF PROCEDURE; DEPOSIT OF SHARES.] (a) 103.6 After the proposed action has been approved by the board and, if 103.7 necessary, the shareholders, the corporation shall send to (i) 103.8 all shareholders who have complied with subdivision 3, (ii) all 103.9 shareholders who did not sign or consent to a written action 103.10 that gave effect to the action creating the right to obtain 103.11 payment under section 302A.471, andto(iii) all shareholders 103.12 entitled to dissent if no shareholder vote was required, a 103.13 notice that contains: 103.14 (1) the address to which a demand for payment and 103.15 certificates of certificated shares must be sent in order to 103.16 obtain payment and the date by which they must be received; 103.17 (2) any restrictions on transfer of uncertificated shares 103.18 that will apply after the demand for payment is received; 103.19 (3) a form to be used to certify the date on which the 103.20 shareholder, or the beneficial owner on whose behalf the 103.21 shareholder dissents, acquired the shares or an interest in them 103.22 and to demand payment; and 103.23 (4) a copy of section 302A.471 and this section and a brief 103.24 description of the procedures to be followed under these 103.25 sections. 103.26 (b) In order to receive the fair value of the shares, a 103.27 dissenting shareholder must demand payment and deposit 103.28 certificated shares or comply with any restrictions on transfer 103.29 of uncertificated shares within 30 days after the notice 103.30 required by paragraph (a) was given, but the dissenter retains 103.31 all other rights of a shareholder until the proposed action 103.32 takes effect. 103.33 Sec. 20. Minnesota Statutes 2002, section 302A.521, 103.34 subdivision 1, is amended to read: 103.35 Subdivision 1. [DEFINITIONS.] (a) For purposes of this 103.36 section, the terms defined in this subdivision have the meanings 104.1 given them. 104.2 (b) "Corporation" includes a domestic or foreign 104.3 corporation that was the predecessor of the corporation referred 104.4 to in this section in a merger or other transaction in which the 104.5 predecessor's existence ceased upon consummation of the 104.6 transaction. 104.7 (c) "Official capacity" means (1) with respect to a 104.8 director, the position of director in a corporation, (2) with 104.9 respect to a person other than a director, the elective or 104.10 appointive office or position held by an officer, member of a 104.11 committee of the board, or the employment relationship 104.12 undertaken by an employee of the corporation, and (3) with 104.13 respect to a director, officer, or employee of the corporation 104.14 who, while a director, officer, or employee of the corporation, 104.15 is or was serving at the request of the corporation or whose 104.16 duties in that position involve or involved service as a 104.17 director, officer, partner, trustee, governor, manager, 104.18 employee, or agent of another organization or employee benefit 104.19 plan, the position of that person as a director, officer, 104.20 partner, trustee, governor, manager, employee, or agent, as the 104.21 case may be, of the other organization or employee benefit plan. 104.22 (d) "Proceeding" means a threatened, pending, or completed 104.23 civil, criminal, administrative, arbitration, or investigative 104.24 proceeding, including a proceeding by or in the right of the 104.25 corporation. 104.26 (e) "Special legal counsel" means counsel who has not 104.27 represented the corporation or a related organization, or a 104.28 director, officer, member of a committee of the board, or 104.29 employee, whose indemnification is in issue. 104.30 Sec. 21. Minnesota Statutes 2002, section 302A.651, 104.31 subdivision 1, is amended to read: 104.32 Subdivision 1. [WHEN PERMITTED.] A domestic corporation 104.33 may merge with, including a merger pursuant to section 302A.621, 104.34 or participate in an exchange with a foreign corporation or 104.35 limited liability company by following the procedures set forth 104.36 in this section, if: 105.1 (1) with respect to a merger, the merger is permitted by 105.2 the laws of the jurisdiction under which the foreign corporation 105.3 or limited liability company is incorporated or organized; and 105.4 (2) with respect to an exchange, the corporation whose 105.5 shares will be acquired is a domestic corporation, whether or 105.6 not the exchange is permitted by the laws of the jurisdiction 105.7 under which the foreign corporation or limited liability company 105.8 is incorporated or organized. 105.9 Sec. 22. Minnesota Statutes 2002, section 302A.661, 105.10 subdivision 2, is amended to read: 105.11 Subd. 2. [SHAREHOLDER APPROVAL; WHEN REQUIRED.] (a) A 105.12 corporation, by affirmative vote of a majority of the directors 105.13 present, may sell, lease, transfer, or otherwise dispose of all 105.14 or substantially all of its property and assets, including its 105.15 good will, not in the usual and regular course of its business, 105.16 upon those terms and conditions and for those considerations, 105.17 which may be money, securities, or other instruments for the 105.18 payment of money or other property, as the board deems 105.19 expedient, when approved at a regular or special meeting of the 105.20 shareholders by the affirmative vote of the holders of a 105.21 majority of the voting power of the shares entitled to vote. 105.22 Written notice of the meeting shall be given to all shareholders 105.23 whether or not they are entitled to vote at the meeting. The 105.24 written notice shall state that a purpose of the meeting is to 105.25 consider the sale, lease, transfer, or other disposition of all 105.26 or substantially all of the property and assets of the 105.27 corporation. 105.28 (b) Shareholder approval is not required under paragraph 105.29 (a) if, following the sale, lease, transfer, or other 105.30 disposition of its property and assets, the corporation retains 105.31 a significant continuing business activity. If a corporation 105.32 retains a business activity that represented at least (1) 25 105.33 percent of the corporation's total assets at the end of the most 105.34 recently completed fiscal year and (2) 25 percent of either 105.35 income from continuing operations before taxes or revenues from 105.36 continuing operations for that fiscal year, measured on a 106.1 consolidated basis with its subsidiaries for each of clauses (1) 106.2 and (2), then the corporation will conclusively be deemed to 106.3 have retained a significant continuing business activity. 106.4 Sec. 23. [302A.681] [CONVERSION OF CORPORATIONS AND 106.5 LIMITED LIABILITY COMPANIES.] 106.6 Subdivision 1. [CONVERSIONS AUTHORIZED.] A corporation may 106.7 become a domestic limited liability company, and a domestic 106.8 limited liability company may become a corporation, in each case 106.9 pursuant to a plan of conversion. 106.10 Subd. 2. [CERTAIN DEFINITIONS.] (a) For purposes of 106.11 sections 302A.681 to 302A.691, the words, terms, and phrases in 106.12 paragraphs (b) to (h) have the meanings given them. 106.13 (b) "Articles of organization" has the same meaning as it 106.14 does under section 322B.03, subdivision 6. 106.15 (c) "Board of governors" has the same meaning as it does 106.16 under section 322B.03, subdivision 7. 106.17 (d) "Class," when used with reference to membership 106.18 interests, has the same meaning as it does under section 106.19 322B.03, subdivision 10. 106.20 (e) "Governor" has the same meaning as it does under 106.21 section 322B.03, subdivision 24. 106.22 (f) "Member" has the same meaning as it does under section 106.23 322B.03, subdivision 30. 106.24 (g) "Membership interest" has the same meaning as it does 106.25 under section 322B.03, subdivision 31. 106.26 (h) "Series," when used with reference to membership 106.27 interests, has the same meaning as it does under section 106.28 322B.03, subdivision 44. 106.29 Sec. 24. [302A.683] [PLAN OF CONVERSION.] 106.30 A plan of conversion must contain: 106.31 (1) the name of the converting organization; 106.32 (2) the name of the converted organization; 106.33 (3) whether the converted organization is a corporation or 106.34 a limited liability company; 106.35 (4) the terms and conditions of the proposed conversion; 106.36 (5) the manner and basis of converting each ownership 107.1 interest in the converting organization into ownership interests 107.2 in the converted organization or, in whole or in part, into 107.3 money or other property; 107.4 (6) a copy of the proposed articles of incorporation or 107.5 articles of organization of the converted organization; and 107.6 (7) any other provisions with respect to the proposed 107.7 conversion that are deemed necessary or desirable. 107.8 Sec. 25. [302A.685] [PLAN APPROVAL.] 107.9 Subdivision 1. [BOARD APPROVAL; NOTICE TO OWNERS.] A 107.10 resolution containing the plan of conversion must be approved by 107.11 the affirmative vote of a majority of the directors or governors 107.12 present at a meeting of the board of directors or the board of 107.13 governors of the converting organization and must then be 107.14 submitted at a regular or a special meeting to the owners of the 107.15 converting organization. Written notice must be given to every 107.16 owner of the converting organization, whether or not entitled to 107.17 vote at the meeting, not less than 14 days nor more than 60 days 107.18 before the meeting, in the manner provided in section 302A.435 107.19 for notice of a meeting of shareholders or in the manner 107.20 provided in section 322B.34 for notice of a meeting of members. 107.21 The written notice must state that a purpose of the meeting is 107.22 to consider the proposed plan of conversion. A copy or short 107.23 description of the plan of conversion must be included in or 107.24 enclosed with the notice. 107.25 Subd. 2. [APPROVAL BY OWNERS.] At the meeting, a vote of 107.26 the owners must be taken on the proposed plan. The plan of 107.27 conversion is adopted when approved by the affirmative vote of 107.28 the holders of a majority of the voting power of all shares or 107.29 membership interests entitled to vote. A class or series of 107.30 shares or membership interests is entitled to vote as a class or 107.31 series on the approval of the plan. 107.32 Sec. 26. [302A.687] [ARTICLES OF CONVERSION.] 107.33 Subdivision 1. [CONTENTS OF ARTICLES.] Upon receiving the 107.34 approval required by section 302A.685, articles of conversion 107.35 must be prepared that contain: 107.36 (1) the plan of conversion; 108.1 (2) the name of the converting organization immediately 108.2 before the filing of the articles of conversion and the name to 108.3 which the name of the converting organization is to be changed, 108.4 which shall be a name that satisfies the laws applicable to the 108.5 converted organization; 108.6 (3) the type of organization that the converted 108.7 organization will be; 108.8 (4) a statement that the plan of conversion has been 108.9 approved by the converting organization under section 302A.685; 108.10 and 108.11 (5) a copy of the articles of incorporation or the articles 108.12 of organization of the converted organization. 108.13 Subd. 2. [ARTICLES SIGNED, FILED.] The articles of 108.14 conversion must be signed on behalf of the converting 108.15 organization and filed with the secretary of state. Filing of 108.16 the articles of conversion is also deemed to be a filing with 108.17 the secretary of state of the articles of incorporation or the 108.18 articles of organization of the converted organization. 108.19 Subd. 3. [CERTIFICATE.] The secretary of state shall issue 108.20 a certificate of conversion and a certificate of incorporation 108.21 or a certificate of organization to the converted organization 108.22 or its legal representative. 108.23 Sec. 27. [302A.689] [ABANDONMENT OF CONVERSION.] 108.24 Subdivision 1. [BY SHAREHOLDERS OR PLAN.] After a plan of 108.25 conversion has been approved by the owners entitled to vote on 108.26 the approval of the plan as provided in section 302A.685, and 108.27 before the effective date of the plan, it may be abandoned: 108.28 (1) if the owners of the converting organization entitled 108.29 to vote on the approval of the plan as provided in section 108.30 302A.685 have approved the abandonment at a meeting by the 108.31 affirmative vote of the holders of a majority of the voting 108.32 power of the shares or membership interests entitled to vote; 108.33 (2) if the plan itself provides for abandonment and all 108.34 conditions for abandonment set forth in the plan are met; or 108.35 (3) pursuant to subdivision 2. 108.36 Subd. 2. [BY BOARD.] A plan of conversion may be 109.1 abandoned, before the effective date of the plan, by a 109.2 resolution of the board of directors or the board of governors 109.3 of the converting organization abandoning the plan of conversion 109.4 approved by the affirmative vote of a majority of the directors 109.5 or governors present. 109.6 Subd. 3. [FILING OF ARTICLES.] If articles of conversion 109.7 have been filed with the secretary of state, but have not yet 109.8 become effective, the converting organization shall file with 109.9 the secretary of state articles of abandonment that contain: 109.10 (1) the name of the converting organization; 109.11 (2) the provision of this section under which the plan is 109.12 abandoned; and 109.13 (3) if the plan is abandoned under subdivision 2, the text 109.14 of the resolution abandoning the plan. 109.15 Sec. 28. [302A.691] [EFFECTIVE DATE OR TIME OF CONVERSION; 109.16 EFFECT.] 109.17 Subdivision 1. [EFFECTIVE DATE OR TIME.] A conversion is 109.18 effective when the articles of conversion are filed with the 109.19 secretary of state or on a later date or at a later time 109.20 specified in the articles of conversion. 109.21 Subd. 2. [EFFECT ON ORGANIZATION.] (a) A converted 109.22 organization is for all purposes the same organization as the 109.23 converting organization, having been incorporated or organized 109.24 on the date that the converting organization was originally 109.25 incorporated or organized. 109.26 (b) When a conversion becomes effective: 109.27 (1) if the converted organization is a corporation, the 109.28 converted organization has all the rights, privileges, 109.29 immunities, and powers, and is subject to all the duties and 109.30 liabilities, of a corporation incorporated under this chapter; 109.31 (2) if the converted organization is a limited liability 109.32 company, the converted organization has all the rights, 109.33 privileges, immunities, and powers, and is subject to all the 109.34 duties and liabilities, of a limited liability company organized 109.35 under chapter 322B; 109.36 (3) all property owned by the converting organization 110.1 remains vested in the converted organization; 110.2 (4) all debts, liabilities, and other obligations of the 110.3 converting organization continue as obligations of the converted 110.4 organization; 110.5 (5) an action or proceeding pending by or against the 110.6 converting organization may be continued as if the conversion 110.7 had not occurred; and 110.8 (6) all rights, privileges, immunities, and powers of the 110.9 converting organization remain vested in the converted 110.10 organization. 110.11 Subd. 3. [EFFECT ON SHAREHOLDERS OR MEMBERS.] When a 110.12 conversion becomes effective, each share or membership interest 110.13 in the converting organization is deemed to be converted into 110.14 shares or membership interests in the converted organization or, 110.15 in whole or in part, into money or other property to be received 110.16 under the plan by the shareholders or the members, subject to 110.17 any dissenters' rights under section 302A.471, in the case of 110.18 shareholders of the converting organization, or section 110.19 322B.383, in the case of members of the converting organization. 110.20 Sec. 29. Minnesota Statutes 2002, section 302A.723, 110.21 subdivision 1, is amended to read: 110.22 Subdivision 1. [CONTENTS.] If dissolution of the 110.23 corporation is approved pursuant to section 302A.721, 110.24 subdivision 2, the corporation shall file with the secretary of 110.25 state a notice of intent to dissolve. The notice shall contain: 110.26 (a) the name of the corporation; 110.27 (b) the date and place of the meeting at which the 110.28 resolution was approved pursuant to section 302A.721, 110.29 subdivision 2; and 110.30 (c) a statement that the requisite vote of the shareholders 110.31 was received, or thatallthe requisite shareholders entitled to 110.32 vote signed a written action. 110.33 Sec. 30. Minnesota Statutes 2002, section 317A.011, is 110.34 amended by adding a subdivision to read: 110.35 Subd. 3b. [BALLOT.] "Ballot" means a written ballot or a 110.36 ballot transmitted by electronic communication. 111.1 Sec. 31. Minnesota Statutes 2002, section 317A.011, 111.2 subdivision 14, is amended to read: 111.3 Subd. 14. [NOTICE.] (a) "Notice" is given by a member of a 111.4 corporation to the corporation or an officer of the corporation 111.5 when in writing and mailed or delivered to the corporation or 111.6 the officer at the registered office of the corporation. 111.7 (b) Notice is given by the corporation to a director, 111.8 officer, member, or other person: 111.9 (1) when mailed to the person at an address designated by 111.10 the person, at the last known address of the person or, in the 111.11 case of a director, officer, or member, at the address of the 111.12 person in the corporate records; 111.13 (2) when communicated to the person orally; 111.14 (3) when handed to the person; 111.15 (4) when left at the office of the person with a clerk or 111.16 other person in charge of the office, or if there is no one in 111.17 charge, when left in a conspicuous place in the office; 111.18 (5) if the person's office is closed or the person to be 111.19 notified has no office, when left at the dwelling or usual place 111.20 of abode of the person with a person of suitable age and 111.21 discretion residing in the house;or111.22 (6) when provided to the person by means of electronic 111.23 communication as provided under section 317A.231 or 317A.450; or 111.24 (7) when the method is fair and reasonable when all the 111.25 circumstances are considered. 111.26 (c) Notice by mail is given when deposited in the United 111.27 States mail with sufficient postage. Notice is considered 111.28 received when it is given. 111.29 Sec. 32. Minnesota Statutes 2002, section 317A.231, 111.30 subdivision 4, is amended to read: 111.31 Subd. 4. [CALLING MEETINGS; NOTICE.] (a) Unless the 111.32 articles or bylaws provide otherwise, a director may call a 111.33 board meeting by giving five days' notice to all directors of 111.34 the date, time, and place of the meeting. The notice need not 111.35 state the purpose of the meeting unless the articles or bylaws 111.36 require it. 112.1 (b) If the day or date, time, and place of a board meeting 112.2 have been provided in the articles or bylaws, or announced at a 112.3 previous meeting of the board, notice is not required. Notice 112.4 of an adjourned meeting need not be given other than by 112.5 announcement at the meeting at which adjournment is taken. 112.6 (c) Any notice to a director given under any provision of 112.7 this chapter, the articles, or the bylaws by a form of 112.8 electronic communication consented to by the director to whom 112.9 the notice is given is effective when given. The notice is 112.10 deemed given if by: 112.11 (1) facsimile communication, when directed to a telephone 112.12 number at which the director has consented to receive notice; 112.13 (2) electronic mail, when directed to an electronic mail 112.14 address at which the director has consented to receive notice; 112.15 (3) a posting on an electronic network on which the 112.16 director has consented to receive notice, together with a 112.17 separate notice to the director of the specific posting, upon 112.18 the later of: 112.19 (i) the posting; or 112.20 (ii) the giving of the separate notice; and 112.21 (4) any other form of electronic communication by which the 112.22 director has consented to receive notice, when directed to the 112.23 director. 112.24 An affidavit of the secretary, other authorized officer, or 112.25 authorized agent of the corporation, that the notice has been 112.26 given by a form of electronic communication is, in the absence 112.27 of fraud, prima facie evidence of the facts stated in the 112.28 affidavit. 112.29 (d) Consent by a director to notice given by electronic 112.30 communication may be given in writing or by authenticated 112.31 electronic communication. Any consent so given may be relied 112.32 upon until revoked by the director, provided that no revocation 112.33 affects the validity of any notice given before receipt of 112.34 revocation of the consent. 112.35 Sec. 33. Minnesota Statutes 2002, section 317A.231, 112.36 subdivision 5, is amended to read: 113.1 Subd. 5. [WAIVER OF NOTICE.] A director may waive notice 113.2 of a meeting of the board. A waiver of notice by a director 113.3 entitled to notice is effective whether given before, at, or 113.4 after the meeting, and whether given in writing, orally, by 113.5 authenticated electronic communication, or by attendance. 113.6 Attendance by a director at a meeting is a waiver of notice of 113.7 that meeting, unless the director objects at the beginning of 113.8 the meeting to the transaction of business because the meeting 113.9 is not lawfully called or convened and does not participate in 113.10 the meeting. 113.11 Sec. 34. Minnesota Statutes 2003 Supplement, section 113.12 317A.443, subdivision 2, is amended to read: 113.13 Subd. 2. [METHODS.] Unless otherwise provided in the 113.14 articles or bylaws, members may take action at a meeting by 113.15 voice or ballot, by unanimous action without a meeting under 113.16 section 317A.445, bywrittenballot under section 317A.447, or 113.17 byelectronicremote communication under section 317A.450. 113.18 Sec. 35. Minnesota Statutes 2002, section 317A.447, is 113.19 amended to read: 113.20 317A.447 [ACTION BY WRITTEN BALLOT.] 113.21 (a) Except as provided in paragraph (e) and unless 113.22 prohibited or limited by the articles or bylaws, an action that 113.23 may be taken at a regular or special meeting of members may be 113.24 taken without a meeting if the corporation mails or otherwise 113.25 delivers awrittenballot to every member entitled to vote on 113.26 the matter. A corporation may deliver a ballot by electronic 113.27 communication only if the corporation complies with section 113.28 317A.450, subdivision 5, as if the ballot were a notice. 113.29 Consent by a member to receive notice by electronic 113.30 communication in a certain manner constitutes consent to receive 113.31 a ballot by electronic communication in the same manner. 113.32 (b) Awrittenballot must: 113.33 (1) set forth each proposed action; and 113.34 (2) provide an opportunity to vote for or against each 113.35 proposed action. 113.36 (c) Approval bywrittenballot under this section is valid 114.1 only if the number of votes cast by ballot equals or exceeds the 114.2 quorum required to be present at a meeting authorizing the 114.3 action, and the number of approvals equals or exceeds the number 114.4 of votes that would be required to approve the matter at a 114.5 meeting at which the total number of votes cast was the same as 114.6 the number of votes cast by ballot. 114.7 (d) Solicitations for votes by written ballot must: 114.8 (1) indicate the number of responses needed to meet the 114.9 quorum requirements; 114.10 (2) state the percentage of approvals necessary to approve 114.11 each matter other than election of directors; and 114.12 (3) specify the time by which a ballot must be received by 114.13 the corporation in order to be counted. 114.14 (e) Except as otherwise provided in the articles or bylaws, 114.15 awrittenballot may not be revoked. 114.16 (f) A ballot delivered to the corporation by electronic 114.17 communication is valid only if authenticated as provided in 114.18 section 317A.011, subdivision 3a. 114.19 Sec. 36. Minnesota Statutes 2002, section 322B.03, 114.20 subdivision 36a, is amended to read: 114.21 Subd. 36a. [PARENT.] "Parent" of a specified limited 114.22 liability company means a limited liability company or a foreign 114.23 limited liability company that directly or indirectly through 114.24 related organizations owns more than 50 percent of the voting 114.25 power of the membership interests entitled to vote for governors 114.26 of the specified limited liability company. 114.27 Sec. 37. Minnesota Statutes 2002, section 322B.03, 114.28 subdivision 45a, is amended to read: 114.29 Subd. 45a. [SUBSIDIARY.] "Subsidiary" of a specified 114.30 limited liability company means a limited liability company or a 114.31 foreign limited liability company having more than 50 percent of 114.32 the voting power of its membership interests entitled to vote 114.33 for governors owned directly or indirectly through related 114.34 organizations by the specified limited liability company. 114.35 Sec. 38. Minnesota Statutes 2002, section 322B.115, 114.36 subdivision 2, is amended to read: 115.1 Subd. 2. [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY 115.2 IN ARTICLES OF ORGANIZATION OR A MEMBER CONTROL AGREEMENT.] The 115.3 following provisions govern a limited liability company unless 115.4 modified in the articles of organization or a member control 115.5 agreement under section 322B.37: 115.6 (1) a limited liability company has general business 115.7 purposes (section 322B.10); 115.8 (2) a limited liability company has certain powers (section 115.9 322B.20); 115.10 (3) the power to adopt, amend, or repeal the bylaws is 115.11 vested in the board of governors (section 322B.603); 115.12 (4) a limited liability company must allow cumulative 115.13 voting for governors (section 322B.63, subdivision 2); 115.14 (5) the affirmative vote of a majority of governors present 115.15 is required for an action of the board of governors (section 115.16 322B.653); 115.17 (6) a written action by the board of governors taken 115.18 without a meeting must be signed by all governors (section 115.19 322B.656); 115.20 (7) the board may accept contributions, make contribution 115.21 agreements, and make contribution allowance agreements (sections 115.22 322B.40, subdivision 1; 322B.42; and 322B.43); 115.23 (8) all membership interests are ordinary membership 115.24 interests entitled to vote and are of one class with no series 115.25 (section 322B.40, subdivision 5, clauses (1) and (2)); 115.26 (9) all membership interests have equal rights and 115.27 preferences in all matters not otherwise provided for by the 115.28 board of governors (section 322B.40, subdivision 5, clause (2)); 115.29 (10) the value of previous contributions is to be restated 115.30 when a new contribution is accepted (section 322B.41); 115.31 (11) a member has certain preemptive rights, unless 115.32 otherwise provided by the board of governors (section 322B.33); 115.33 (12) the affirmative vote of the owners of a majority of 115.34 the voting power of the membership interests present and 115.35 entitled to vote at a duly held meeting is required for an 115.36 action of the members, except where this chapter requires the 116.1 affirmative vote of a plurality of the votes cast (section 116.2 322B.63, subdivision 1) or a majority of the voting power of all 116.3 membership interests entitled to vote (section 322B.35, 116.4 subdivision 1); 116.5 (13) the voting power of each membership interest is in 116.6 proportion to the value reflected in the required records of the 116.7 contributions of the members (section 322B.356); 116.8 (14) members share in distributions in proportion to the 116.9 value reflected in the required records of the contributions of 116.10 members (section 322B.50); 116.11 (15) members share profits and losses in proportion to the 116.12 value reflected in the required records of the contributions of 116.13 members (section 322B.326); 116.14 (16) a written action by the members taken without a 116.15 meeting must be signed by all members (section 322B.35); 116.16 (17) members have no right to receive distributions in kind 116.17 and the limited liability company has only limited rights to 116.18 make distributions in kind (section 322B.52); 116.19 (18) a member is not subject to expulsion (section 116.20 322B.306, subdivision 2); 116.21 (19) unanimous consent is required for the transfer of 116.22 governance rights to a person not already a member (section 116.23 322B.313, subdivision 2); 116.24 (20) for limited liability companies whose existence begins 116.25 before August 1, 1999, unanimous consent is required to avoid 116.26 dissolution (section 322B.80, subdivision 1, clause (5)(i)); 116.27 (21) the termination of a person's membership interest has 116.28 specified consequences (section 322B.306); and 116.29 (22) restrictions apply to the assignment of governance 116.30 rights (section 322B.313). 116.31 Sec. 39. Minnesota Statutes 2002, section 322B.155, is 116.32 amended to read: 116.33 322B.155 [CLASS OR SERIES VOTING ON AMENDMENTS.] 116.34 The owners of the outstanding membership interests of a 116.35 class or series are entitled to vote as a class or series upon a 116.36 proposed amendment to the articles of organization, whether or 117.1 not entitled to vote on the amendment by the provisions of the 117.2 articles of organization, if the amendment would: 117.3 (1) effect an exchange, reclassification, or cancellation 117.4 of all or part of the membership interests of the class or 117.5 series, or effect a combination of outstanding membership 117.6 interests of a class or series into a lesser number of 117.7 membership interests of the class or series where each other 117.8 class or series is not subject to a similar combination; 117.9 (2) effect an exchange, or create a right of exchange, of 117.10 all or any part of the membership interests of another class or 117.11 series for the membership interests of the class or series; 117.12 (3) change the rights or preferences of the membership 117.13 interests of the class or series; 117.14 (4)change the membership interests of the class or series117.15into the same or a different number of membership interests of117.16another class or series;117.17(5)create a new class or series of membership interests 117.18 having rights and preferences prior and superior to the 117.19 membership interests of that class or series, or increase the 117.20 rights and preferences or the number of membership interests, of 117.21 a class or series having rights and preferences prior or 117.22 superior to the membership interests of that class or series; 117.23(6)(5) divide the membership interests of the class into 117.24 series and determine the designation of each series and the 117.25 variations in the relative rights and preferences between the 117.26 membership interests of each series or authorize the board of 117.27 governors to do so; 117.28(7)(6) limit or deny any existing preemptive rights of the 117.29 membership interests of the class or series; or 117.30(8)(7) cancel or otherwise affect distributions on the 117.31 membership interests of the class or series. 117.32 Sec. 40. Minnesota Statutes 2002, section 322B.346, 117.33 subdivision 1, is amended to read: 117.34 Subdivision 1. [MAJORITY REQUIRED.] Except for the 117.35 election of governors, which is governed by section 322B.63, the 117.36 members shall take action by the affirmative vote of the owners 118.1 of the greater of: (1) a majority of the voting power of the 118.2 membership interests present and entitled to vote on that item 118.3 of business; or (2) a majority of the voting power that would 118.4 constitute a quorum for the transaction of business at the 118.5 meeting, except where this chapter, the articles of 118.6 organization, or a member control agreement, require a larger 118.7 proportion. If the articles or a member control agreement 118.8 require a larger proportion than is required by this chapter for 118.9 a particular action, the articles or the member control 118.10 agreement control. 118.11 Sec. 41. Minnesota Statutes 2002, section 322B.35, 118.12 subdivision 1, is amended to read: 118.13 Subdivision 1. [METHOD.] An action required or permitted 118.14 to be taken at a meeting of the members may be taken by written 118.15 action signed, or consented to by authenticated electronic 118.16 communication, by all of the members. If the articles or a 118.17 member control agreement so provide, any action may be taken by 118.18 written action signed, or consented to by authenticated 118.19 electronic communication, by the members who own voting power 118.20 equal to the voting power that would be required to take the 118.21 same action at a meeting of the members at which all members 118.22 were present. After the adoption of the initial articles or the 118.23 first making of a member control agreement, an amendment to the 118.24 articles or to a member control agreement to permit written 118.25 action to be taken by less than all members requires the 118.26 approval of all the members entitled to vote on the amendment. 118.27 Sec. 42. Minnesota Statutes 2002, section 322B.383, 118.28 subdivision 1, is amended to read: 118.29 Subdivision 1. [ACTIONS CREATING DISSENTERS' RIGHTS.] 118.30 Subject to a member control agreement under section 322B.37, a 118.31 member of a limited liability company may dissent from, and 118.32 obtain payment for the fair value of the member's membership 118.33 interests in the event of, any of the following limited 118.34 liability company actions: 118.35 (1) unless otherwise provided in the articles, an amendment 118.36 of the articles of organization, but not an amendment to a 119.1 member control agreement, which materially and adversely affects 119.2 the rights or preferences of the membership interests of the 119.3 dissenting member in that it: 119.4 (i) alters or abolishes a preferential right of the 119.5 membership interests; 119.6 (ii) creates, alters, or abolishes a right in respect of 119.7 the redemption of the membership interests, including a 119.8 provision respecting a sinking fund for the redemption or 119.9 repurchase of the membership interests; 119.10 (iii) alters or abolishes a preemptive right of the owner 119.11 of the membership interests to make a contribution; 119.12 (iv) excludes or limits the right of a member to vote on a 119.13 matter, or to cumulate votes, except as the right may be 119.14 excluded or limited through the acceptance of contributions or 119.15 the making of contribution agreements pertaining to membership 119.16 interests with similar or different voting rights; 119.17 (v) changes a member's right to resign or retire; 119.18 (vi) establishes or changes the conditions for or 119.19 consequences of expulsion; or 119.20 (vii) eliminates the right to obtain payment under clause 119.21 (1); 119.22 (2) a sale, lease, transfer, or other disposition ofall or119.23substantially all of theproperty and assets of the limited 119.24 liability company, but not including a transaction permitted119.25withoutthat requires member approvalinunder section 322B.77, 119.26 subdivision12,orbut not including a disposition in 119.27 dissolution described in section 322B.813, subdivision 4, or a 119.28 disposition pursuant to an order of a court, or a disposition 119.29 for cash on terms requiring that all or substantially all of the 119.30 net proceeds of disposition be distributed to the members in 119.31 accordance with their respective membership interests within one 119.32 year after the date of disposition; 119.33 (3) a plan of merger to which the limited liability company 119.34 is a constituent organization; 119.35 (4) a plan of exchange to which the limited liability 119.36 company is a party as the organization whose ownership interests 120.1 will be acquired by the acquiring organization, if the 120.2 membership interests being acquired are entitled to be voted on 120.3 the plan;or120.4 (5) a plan of conversion under section 302A.683; or 120.5 (6) any other limited liability company action taken 120.6 pursuant to a member vote with respect to which the articles of 120.7 organization, a member control agreement, the bylaws, or a 120.8 resolution approved by the board of governors directs that 120.9 dissenting members may obtain payment for their membership 120.10 interests. 120.11 Sec. 43. Minnesota Statutes 2002, section 322B.386, 120.12 subdivision 3, is amended to read: 120.13 Subd. 3. [NOTICE OF DISSENT.] If the proposed action must 120.14 be approved by the members and the limited liability company 120.15 holds a meeting of members, a member who is entitled to dissent 120.16 under section 322B.383 and who wishes to exercise dissenters' 120.17 rights must file with the limited liability company before the 120.18 vote on the proposed action a written notice of intent to demand 120.19 the fair value of the membership interests owned by the member 120.20 and must not vote the membership interests in favor of the 120.21 proposed action. 120.22 Sec. 44. Minnesota Statutes 2002, section 322B.386, 120.23 subdivision 4, is amended to read: 120.24 Subd. 4. [NOTICE OF PROCEDURE.] (a) After the proposed 120.25 action has been approved by the board of governors and, if 120.26 necessary, the members, the limited liability company shall send 120.27 to (i) all members who have complied with subdivision 3, (ii) 120.28 all members who did not sign or consent to a written action that 120.29 gave effect to the action creating the right to obtain payment 120.30 under section 322B.383, andto(iii) all members entitled to 120.31 dissent if no member vote was required, a notice that contains: 120.32 (1) the address to which a demand for payment must be sent 120.33 in order to obtain payment and the date by which the demand must 120.34 be received; 120.35 (2) a form to be used to certify the date on which the 120.36 member acquired the membership interests and to demand payment; 121.1 and 121.2 (3) a copy of section 322B.383 and this section and a brief 121.3 description of the procedures to be followed under these 121.4 sections. 121.5 (b) In order to receive the fair value of the membership 121.6 interests, a dissenting member must demand payment within 30 121.7 days after the notice required by paragraph (a) was given, but 121.8 the dissenter retains all other rights of a member until the 121.9 proposed action takes effect. 121.10 Sec. 45. Minnesota Statutes 2002, section 322B.40, 121.11 subdivision 6, is amended to read: 121.12 Subd. 6. [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 121.13 restrictions in the articles of organization or a member control 121.14 agreement, the power granted in subdivision 5 may be exercised 121.15 by a resolution or resolutions establishing a class or series, 121.16 setting forth the designation of the class or series, and fixing 121.17 the relative rights and preferences of the class or series. Any 121.18 of the rights and preferences of a class or series established 121.19 in the articles of organization, in a member control agreement, 121.20 or by resolution of the board of governors: 121.21 (1) may be made dependent upon facts ascertainable outside 121.22 the articles of organization, or outside the resolution or 121.23 resolutions establishing the class or series, if the manner in 121.24 which the facts operate upon the rights and preferences of the 121.25 class or series is clearly and expressly set forth in the 121.26 articles of organization or in the resolution or resolutions 121.27 establishing the class or series; and 121.28 (2) may incorporate by reference some or all of the terms 121.29 of any agreements, contracts, or other arrangements entered into 121.30 by the limited liability company in connection with the 121.31 establishment of the class or series if the limited liability 121.32 company retains at its principal executive office a copy of the 121.33 agreements, contracts, or other arrangements or the portions 121.34 incorporated by reference. 121.35 (b) A statement setting forth the name of the limited 121.36 liability company and the text of the resolution and certifying 122.1 the adoption of the resolution and the date of adoption must be 122.2 filed with the secretary of state before the acceptance of any 122.3 contributions for which the resolution creates rights or 122.4 preferences not set forth in the articles of organization or a 122.5 member control agreement. However, where the members have 122.6 received notice of the creation of membership interests with 122.7 rights or preferences not set forth in the articles of 122.8 organization or a member control agreement before the acceptance 122.9 of the contributions with respect to the membership interests, 122.10 the statement may be filed any time within one year after the 122.11 acceptance of contributions. The resolution is effective when 122.12 the statement has been filed with the secretary of state; or, if 122.13 it is not required to be filed with the secretary of state 122.14 before the acceptance of contributions, on the date of its 122.15 adoption by the governors. 122.16 (c) Filing a statementfiledwith the secretary of state in 122.17 accordance with paragraph (b) is not considered an amendment of 122.18 the articles of organization for purposes of sections 322B.15, 122.19 322B.155, and 322B.383. Filing an amendment of such a statement 122.20 with the secretary of state is considered an amendment of the 122.21 articles for purposes of sections 322B.15, 322B.155, and 122.22 322B.383. 122.23 Sec. 46. Minnesota Statutes 2002, section 322B.63, is 122.24 amended to read: 122.25 322B.63 [CUMULATIVEVOTING FOR GOVERNORS; CUMULATIVE 122.26 VOTING.] 122.27 Subdivision 1. [REQUIRED VOTE.] Unless otherwise provided 122.28 in the articles, governors are elected by a plurality of the 122.29 voting power of the membership interests present and entitled to 122.30 vote on the election of governors at a meeting at which a quorum 122.31 is present. 122.32 Subd. 2. [CUMULATIVE VOTING RIGHTS.] Unless the articles 122.33 of organization or a member control agreement provide that there 122.34 is no cumulative voting, and except as provided in section 122.35 322B.636, subdivision 5, each member entitled to vote for 122.36 governors has the right to cumulate voting power in the election 123.1 of governors by giving written notice of intent to cumulate 123.2 voting power to any manager of the limited liability company 123.3 before the meeting, or to the presiding manager at the meeting 123.4 at which the election is to occur at any time before the 123.5 election of governors at the meeting, in which case: 123.6 (1) the presiding manager at the meeting shall announce, 123.7 before the election of governors, that members shall cumulate 123.8 their voting power; and 123.9 (2) each member shall cumulate that voting power either by 123.10 casting for one candidate the amount of voting power equal to 123.11 the number of governors to be elected multiplied by the voting 123.12 power represented by the membership interests owned by that 123.13 member, or by distributing all of that voting power on the same 123.14 principle among any number of candidates. 123.15 Subd.23. [MODIFICATIONS OF CUMULATIVE VOTING.] No 123.16 amendment to the articles or bylaws that has the effect of 123.17 denying, limiting, or modifying the right to cumulative voting 123.18 for members provided in this section may be adopted if the votes 123.19 of a proportion of the voting power sufficient to elect a 123.20 governor at an election of the entire board of governors under 123.21 cumulative voting are cast against the amendment. 123.22 Sec. 47. Minnesota Statutes 2002, section 322B.643, 123.23 subdivision 4, is amended to read: 123.24 Subd. 4. [CALLING MEETINGS AND NOTICE.] (a) Unless the 123.25 articles of organization, a member control agreement, or bylaws 123.26 provide for a different time period, a governor may call a board 123.27 meeting by giving at least ten days' notice or, in the case of 123.28 organizational meetings under section 322B.60, subdivision 2, at 123.29 least three days' notice to all governors of the date, time, and 123.30 place of the meeting. The notice need not state the purpose of 123.31 the meeting unless the articles, a member control agreement, or 123.32 bylaws require it. 123.33 (b) Any notice to a governor given under any provision of 123.34 this chapter, the articles, a member control agreement, or the 123.35 bylaws by a form of electronic communication consented to by the 123.36 governor to whom the notice is given is effective when given. 124.1 The notice is deemed given if by: 124.2 (1) facsimile communication, when directed to a telephone 124.3 number at which the governor has consented to receive notice; 124.4 (2) electronic mail, when directed to an electronic mail 124.5 address at which the governor has consented to receive notice; 124.6 and 124.7 (3) any other form of electronic communication by which the 124.8 governor has consented to receive notice, when directed to the 124.9 governor. 124.10 (c) Consent by a governor to notice given by electronic 124.11 communication may be given in writing or by authenticated 124.12 electronic communication. Any consent so given may be relied 124.13 upon until revoked by the governor, provided that no revocation 124.14 affects the validity of any notice given before receipt of 124.15 revocation of the consent. 124.16 Sec. 48. Minnesota Statutes 2002, section 322B.643, 124.17 subdivision 6, is amended to read: 124.18 Subd. 6. [WAIVER OF NOTICE.] A governor may waive notice 124.19 of a meeting of the board of governors. A waiver of notice by a 124.20 governor entitled to notice is effective whether given before, 124.21 at, or after the meeting, and whether given in writing, 124.22 orally, by authenticated electronic communication, or by 124.23 attendance. Attendance by a governor at a meeting is a waiver 124.24 of notice of that meeting, except where the governor objects at 124.25 the beginning of the meeting to the transaction of business 124.26 because the meeting is not lawfully called or convened and does 124.27 not participate in the meeting after the objection. 124.28 Sec. 49. Minnesota Statutes 2002, section 322B.77, 124.29 subdivision 2, is amended to read: 124.30 Subd. 2. [MEMBER APPROVAL AND WHEN REQUIRED.] (a) A 124.31 limited liability company, by affirmative vote of a majority of 124.32 the governors present, may sell, lease, transfer, or otherwise 124.33 dispose of all or substantially all of its property and assets, 124.34 including its good will, not in the usual and regular course of 124.35 its business, upon those terms and conditions and for those 124.36 considerations, which may be money, securities, or other 125.1 instruments for the payment of money or other property, as the 125.2 board of governors considers expedient, when approved at a 125.3 regular or special meeting of the members by the affirmative 125.4 vote of the owners of a majority of the voting power of the 125.5 interests entitled to vote. Written notice of the meeting must 125.6 be given to all members whether or not they are entitled to vote 125.7 at the meeting. The written notice must state that a purpose of 125.8 the meeting is to consider the sale, lease, transfer, or other 125.9 disposition of all or substantially all of the property and 125.10 assets of the limited liability company. 125.11 (b) Member approval is not required under paragraph (a) if, 125.12 following the sale, lease, transfer, or other disposition of its 125.13 property and assets, the limited liability company retains a 125.14 significant continuing business activity. If a limited 125.15 liability company retains a business activity that represented 125.16 at least (i) 25 percent of the limited liability company's total 125.17 assets at the end of the most recently completed fiscal year and 125.18 (ii) 25 percent of either income from continuing operations 125.19 before taxes or revenues from continuing operations for that 125.20 fiscal year, measured on a consolidated basis with its 125.21 subsidiaries for each of clauses (i) and (ii), then the limited 125.22 liability company will conclusively be deemed to have retained a 125.23 significant continuing business activity. 125.24 Sec. 50. [322B.78] [CONVERSION.] 125.25 A domestic limited liability company may convert to a 125.26 domestic corporation pursuant to sections 302A.681 to 302A.691. 125.27 ARTICLE 15 125.28 FISCAL YEAR 2005 FUNDING 125.29 Section 1. [CHAPTERS 321 AND 322A FILING FEES.] 125.30 (a) Notwithstanding Minnesota Statutes, section 321.206 and 125.31 chapter 322A, and effective July 1, 2004, the fee for filing a 125.32 limited partnership is $200; the fee for filing an amended 125.33 certificate of limited partnership is $100; the fee for filing a 125.34 certificate requesting authority to transact business in 125.35 Minnesota as a foreign limited partnership is $200; and the fee 125.36 for filing any other record, other than an annual registration 126.1 prior to revocation of authority to transact business in 126.2 Minnesota, required or permitted to be delivered for filing on a 126.3 foreign limited partnership authorized to transact business in 126.4 Minnesota is $100. 126.5 (b) This section expires June 30, 2005. 126.6 Sec. 2. [APPROPRIATION.] 126.7 $75,000 is appropriated in fiscal year 2005 from the 126.8 general fund to the secretary of state for purposes of 126.9 implementing this act. This is a onetime appropriation.