1997 Minnesota Statutes

CHAPTER 323. Uniform partnership act

     323.01 Citation.  

    This chapter may be cited as the uniform partnership act.  

    HIST: (7384) 1921 c 487 s 1 

     323.02 Definitions. 

    Subdivision 1.    Words, terms, and phrases.  Unless 
 the language or context clearly indicates that a different 
 meaning is intended, the following words, terms, and phrases, 
 for the purposes of this chapter, shall be given the meanings 
 subjoined to them.  

    Subd. 2.    Court.  "Court" includes every court and 
 judge having jurisdiction in the case.  

    Subd. 3.    Business.  "Business" includes every trade, 
 occupation, or profession.  

    Subd. 4.    Person.  "Person" includes individuals, 
 partnerships, corporations, and other associations.  

    Subd. 5.    Bankrupt.  "Bankrupt" includes bankrupt 
 under the federal bankruptcy act or insolvent under any state 
 insolvent act.  

    Subd. 6.    Conveyance.  "Conveyance" includes every 
 assignment, lease, mortgage, or encumbrance.  

    Subd. 7.    Real property.  "Real property" includes 
 land and any interest or estate in land.  

    Subd. 7a.    Limited liability partnership.  "Limited 
 liability partnership" means a general partnership governed by 
 this chapter with a registration in effect under section 323.44. 

    Subd. 8.    Partnership.  A partnership is an 
 association of two or more persons to carry on as coowners a 
 business for profit and includes a limited liability 
 partnership.  Any association formed under any other statutes of 
 this state, or any statute adopted by authority, other than the 
 authority of this state, is not a partnership under this 
 chapter, unless such association would have been a partnership 
 in this state prior to the adoption of this chapter; but this 
 chapter shall apply to limited partnerships, except in so far as 
 the statutes relating to such partnerships are inconsistent 
 herewith.  

    Subd. 9.    Foreign limited liability partnership.  
 "Foreign limited liability partnership" means a general 
 partnership organized under laws other than the laws of this 
 state with status as a limited liability partnership in its home 
 jurisdiction. 

    Subd. 10.    Filed with the secretary of state.  "Filed 
 with the secretary of state" means that a document meeting the 
 applicable requirements of this chapter, signed and accompanied 
 by the required filing fee, has been delivered to the secretary 
 of state of this state.  The secretary of state shall endorse on 
 the document the word "Filed" and the month, day, and year of 
 filing, record the document in the office of the secretary of 
 state, and return a document to the person who delivered it for 
 filing. 

    Subd. 11.    Signed.  (a) "Signed" means that the 
 signature of a person has been written on a document, as 
 provided in section 645.44, subdivision 14, and, with respect to 
 a document required by this chapter to be filed with the 
 secretary of state, means that the document has been signed by a 
 person authorized to do so by this chapter, the articles or 
 bylaws, or by a resolution approved by the partners. 

    (b) A signature on a document may be a facsimile affixed, 
 engraved, printed, placed, stamped with indelible ink, 
 transmitted by facsimile or electronically, or in any other 
 manner reproduced on the document. 

    HIST: (7385, 7389) 1921 c 487 s 2,6; 1994 c 539 s 9,10; 1995 c 
 128 art 3 s 11; 1995 c 263 s 1; 1997 c 10 art 4 s 17,18 

*   NOTE:  Subdivisions 1, 2, 3, 4, 5, 6, 7, and 8 are repealed 
*by Laws 1997, chapter 174, article 12, section 68, effective 
*January 1, 2002.

     323.03 Interpretations.  

    Subdivision 1.    Terms.  Unless the language or 
 context clearly indicates that a different interpretation is 
 intended, the following terms, for the purposes of this chapter, 
 shall be given the interpretations subjoined to them.  

    Subd. 2.    Knowledge of a fact.  A person has 
 "knowledge" of a fact not only with actual knowledge thereof, 
 but also with knowledge of such other facts as in the 
 circumstances show bad faith.  

    Subd. 3.    Notice of a fact.  A person has "notice" of 
 a fact when the person who claims the benefit of the notice 

    (1) States the fact to such person, or 

    (2) Delivers through the mail or by other means of 
 communication a written statement of the fact to such person or 
 to a proper person at the person's place of business or 
 residence.  

    HIST: (7386) 1921 c 487 s 3; 1986 c 444 

     323.04 Rules of construction.  

    The rule that statutes in derogation of the common law are 
 to be strictly construed shall have no application to this 
 chapter.  The law of estoppel shall apply under this chapter.  
 The law of agency shall apply under this chapter.  This chapter 
 shall not be construed so as to impair the obligations of any 
 contract existing when the chapter became effective, nor to 
 affect any action or proceeding begun or right accrued before 
 this chapter became effective.  

    HIST: (7387) 1921 c 487 s 4 

     323.05 Rules for cases not provided for.  

    In any case not provided for in this chapter the rules of 
 law and equity, including the law merchant, shall govern.  

    HIST: (7388) 1921 c 487 s 5 

     323.06 Determination of whether partnership exists. 

    In determining whether a partnership exists, these rules 
 shall apply: 

    (1) Except as provided by section 323.15, persons who are 
 not partners as to each other are not partners as to third 
 persons; 

    (2) Joint tenancy, tenancy in common, tenancy by the 
 entireties, joint property, common property, or part ownership 
 does not of itself establish a partnership, whether such 
 coowners do or do not share any profits made by the use of the 
 property; 

    (3) The sharing of gross returns does not of itself 
 establish a partnership, whether or not the persons sharing them 
 have a joint or common right or interest in any property from 
 which the returns are derived; 

    (4) The receipt by a person of a share of the profits of a 
 business is prima facie evidence of partnership in the business, 
 but no such inference shall be drawn if such profits were 
 received in payment 

    (a) As a debt by installments or otherwise, 

    (b) As wages of an employee or rent to a landlord, 

    (c) As an annuity to a surviving spouse or representative 
 of a deceased partner, 

    (d) As interest on a loan, though the amount of payment 
 vary with the profits of the business, or 

    (e) As the consideration for the sale of a good will of a 
 business or other property by installments or otherwise; and 

    (5) The following are not evidence that a partnership does 
 not exist: 

    (a) failure or omission to file an original or renewal 
 registration under section 323.44; 

    (b) the expiration of a partnership's status as a limited 
 liability partnership; or 

    (c) the filing of a withdrawal statement under section 
 323.44. 

    HIST: (7390) 1921 c 487 s 7; 1986 c 444; 1994 c 539 s 11 

     323.07 Partnership property.  

    All property originally brought into the partnership stock 
 or subsequently acquired by purchase or otherwise, on account of 
 the partnership, is partnership property.  

    Unless the contrary intention appears, property acquired 
 with partnership funds is partnership property.  

    Any estate in real property may be acquired in the 
 partnership name.  Title so acquired can be conveyed only in the 
 partnership name.  

    A conveyance to a partnership in the partnership name, 
 though without words of inheritance, passes the entire estate of 
 the grantor unless a contrary intent appears.  

    HIST: (7391) 1921 c 487 s 8 

     323.08 Partners are agents of partnership.  

    Every partner is an agent of the partnership for the 
 purpose of its business, and the act of every partner, including 
 the execution in the partnership name of any instrument, for 
 apparently carrying on in the usual way the business of the 
 partnership binds the partnership, unless the partner so acting 
 has in fact no authority to act for the partnership in the 
 particular matter, and the person with whom that partner is 
 dealing has knowledge of the fact that that partner has no such 
 authority.  

    An act of a partner which is not apparently for the 
 carrying on of the business of the partnership in the usual way 
 does not bind the partnership unless authorized by the other 
 partners.  

    Unless authorized by the other partners or unless they have 
 abandoned the business, one or more but less than all the 
 partners have no authority to: 

    (1) Assign the partnership property in trust for creditors 
 or on the assignee's promise to pay the debts of the 
 partnership; 

    (2) Dispose of the good will of the business; 

    (3) Do any other act which would make it impossible to 
 carry on the ordinary business of a partnership; 

    (4) Confess a judgment; 

    (5) Submit a partnership claim or liability to arbitration 
 or reference.  

    No act of a partner in contravention of a restriction on 
 authority shall bind the partnership to persons having knowledge 
 of the restriction.  

    HIST: (7392) 1921 c 487 s 9; 1986 c 444 

     323.09 Conveyance of real property of the partnership.  

    Where title to real property is in the partnership name, 
 any partner may convey title to such property by a conveyance 
 executed in the partnership name; but the partnership may 
 recover such property unless the partner's act binds the 
 partnership under the provisions of section 323.08, or unless 
 the property has been conveyed by the grantee or a person 
 claiming through such grantee to a holder for value without 
 knowledge that the partner, in making the conveyance, has 
 exceeded authority.  

    Where title to real property is in the name of the 
 partnership, a conveyance executed by a partner, in that 
 partner's own name, passes the equitable interest of the 
 partnership, provided the act is one within the authority of the 
 partner under the provisions of section 323.08.  

    Where title to real property is in the name of one or more 
 but not all the partners, and the record does not disclose the 
 right of the partnership, the partners in whose names the title 
 stands may convey title to such property, but the partnership 
 may recover such property if the partners' act does not bind the 
 partnership under the provisions of section 323.08, unless the 
 purchaser, or the purchaser's assignee, is a holder for value, 
 without knowledge.  

    Where the title to real property is in the name of one or 
 more or all the partners, or in a third person in trust for the 
 partnership, a conveyance executed by a partner in the 
 partnership name, or in that partner's own name, passes the 
 equitable interest of the partnership, provided the act is one 
 within the authority of the partner under the provisions of 
 section 323.08. 

    Where the title to real property is in the names of all the 
 partners, a conveyance executed by all the partners passes all 
 their rights in such property.  

    HIST: (7393) 1921 c 487 s 10; 1986 c 444 

     323.10 Partnership bound by admission of partner.  

    An admission or representation made by any partner 
 concerning partnership affairs within the scope of that 
 partner's authority, as conferred by this chapter, is evidence 
 against the partnership.  

    HIST: (7394) 1921 c 487 s 11; 1986 c 444 

     323.11 Notice to or knowledge of partner charges 
  partnership.  

    Notice to any partner of any matter relating to partnership 
 affairs, and the knowledge of the partner acting in the 
 particular matter, acquired while a partner or then present to 
 that partner's mind, and the knowledge of any other partner who 
 reasonably could and should have communicated it to the acting 
 partner, operate as notice to or knowledge of the partnership, 
 except in the case of a fraud on the partnership committed by or 
 with the consent of that partner.  

    HIST: (7395) 1921 c 487 s 12; 1986 c 444 

     323.12 Partnership liable for partner's wrongful act.  

    Where, by any wrongful act or omission of any partner 
 acting in the ordinary course of the business of the partnership 
 or with the authority of copartners, loss or injury is caused to 
 any person, not being a partner in the partnership, or any 
 penalty is incurred, the partnership is liable therefor to the 
 same extent as the partner so acting or omitting to act.  

    HIST: (7396) 1921 c 487 s 13; 1986 c 444 

     323.13 Partnership liable for partner's breach of trust. 

    The partnership is bound to make good the loss: 

    (1) Where one partner acting within the scope of apparent 
 authority receives money or property of a third person and 
 misapplies it; and 

    (2) Where the partnership in the course of its business 
 receives money or property of a third person and the money or 
 property so received is misapplied by any partner while it is in 
 the custody of the partnership.  

    HIST: (7397) 1921 c 487 s 14; 1986 c 444 

     323.14 Nature of partner's liability. 

    Subdivision 1.    General rule.  Except as otherwise 
 provided in this section, all partners are liable: 

    (1) Jointly and severally for everything chargeable to the 
 partnership under sections 323.12 and 323.13; 

    (2) Jointly for all other debts and obligations of the 
 partnership; but any partner may enter into a separate 
 obligation to perform a partnership contract.  

    Subd. 2.    Limited liability partnership shield.  A 
 partner of a limited liability partnership is not, merely on 
 account of this status, personally liable for anything 
 chargeable to the partnership under sections 323.12 and 323.13, 
 or for any other debts or obligations of the limited liability 
 partnership, if the charge, debt, or obligation arose or accrued 
 while the partnership had a registration in effect under section 
 323.44.  This subdivision does not limit or impair the right of 
 the partnership or its partners to make claims against any 
 particular partner on the grounds that the particular partner: 

    (1) has, in its capacity as a partner, breached a duty to 
 the partnership or to the other partners; or 

    (2) is obligated to contribute so that partners share 
 losses of capital according to section 323.17 and share the 
 liabilities stated in section 323.39, clause (2), paragraphs (c) 
 and (d). 

    Subd. 3.    Piercing the veil.  (a) Except as provided 
 in paragraph (b), the case law that states the conditions and 
 circumstances under which the corporate veil of a corporation 
 may be pierced under Minnesota law also applies to limited 
 liability partnerships. 

    (b) The use of informal procedures or arrangements for 
 managing the limited liability partnership or conducting its 
 business is not a ground for piercing the veil of the limited 
 liability partnership. 

    Subd. 4.    Limited liability after dissolution.  (a) 
 Subject to section 323.44, subdivision 7, the limited liability 
 described in subdivisions 2 and 3 continues in full force for 
 the dissolved partnership regardless of any dissolution, winding 
 up, and termination of a limited liability partnership. 

    (b) If a limited liability partnership dissolves and its 
 business is continued by a successor general partnership under 
 section 323.37, then the limited liability described in 
 subdivisions 2 and 3 also applies to that successor partnership 
 until the expiration of the registration that the dissolved 
 partnership had in effect under section 323.44 at the moment of 
 dissolution.  The successor general partnership may at any time 
 file its own registration under section 323.44. 

    Subd. 5.    Liability of partners for illegal 
 distributions.  (a) A partner who receives a distribution from 
 a limited liability partnership that would have been in 
 violation of section 302A.551 had the limited liability 
 partnership been a corporation with a board of directors is 
 liable to the limited liability partnership, its receiver, or 
 other person winding up its affairs, but only to the extent that 
 the distribution received by the partner exceeded the amount 
 that properly could have been paid under section 302A.551. 

    (b) An action may not be commenced under this subdivision 
 more than two years from the date of the distribution. 

    Subd. 6.    When debts and obligations arise and accrue. 
  For the purposes of this section and section 323.16: 

    (a) All partnership debts and obligations under or relating 
 to a note, contract, or other agreement arise and accrue when 
 the note, contract, or other agreement is entered into. 

    (b) An amendment, modification, extension, or renewal of a 
 note, contract, or other agreement does not affect the time at 
 which a partnership debt or obligation under or relating to that 
 note, contract, or other agreement arises and accrues, even as 
 to a claim that relates to the subject matter of the amendment, 
 modification, extension, or renewal. 

    This subdivision does not affect any law, rule, or period 
 pertaining to any statute of limitations or statute of repose. 

    HIST: (7398) 1921 c 487 s 15; 1994 c 539 s 12; 1995 c 58 s 7; 
 1996 c 361 s 52 

     323.15 Partner by estoppel.  

    Subdivision 1.    Representations.  When a person, by 
 words spoken or written or by conduct, makes, or consents to 
 another's making, a representation to any one that the person is 
 a partner in an existing partnership or with one or more persons 
 not actual partners, the person represented to be a partner is 
 liable to one to whom such representation has been made, who 
 has, on the faith of such representation, given credit to the 
 actual or apparent partnership, and if the person represented to 
 be a partner has made such representation or consented to its 
 being made in the public manner, such a person is liable to the 
 one giving credit, whether the representation has or has not 
 been made or communicated to the one giving credit by or with 
 the knowledge of the person represented to be a partner: 

    (1) When a partnership liability results, the person 
 represented to be a partner is as liable as though an actual 
 member of the partnership; 

    (2) When no partnership liability results, the person 
 represented to be a partner is liable jointly with the other 
 persons, if any, so consenting to the contract or representation 
 as to incur liability, otherwise separately.  

    Subd. 2.    Agent.  When a person has been thus 
 represented to be a partner in an existing partnership, or with 
 one or more persons not actual partners, the person represented 
 to be a partner is an agent of the persons consenting to such 
 representation to bind them to the same extent and in the same 
 manner as though the person represented to be a partner were a 
 partner in fact, with respect to persons who rely upon the 
 representation.  Where all the members of the existing 
 partnership consent to the representation, a partnership act or 
 obligation results; but in all other cases it is the joint act 
 or obligation of the person acting and the persons consenting to 
 the representation.  

    HIST: (7399) 1921 c 487 s 16; 1986 c 444 

     323.16 Liability of incoming partner.  

    A person admitted as a partner into an existing partnership 
 is liable for all the obligations of the partnership arising 
 before admission as though a partner when such obligations were 
 incurred, except that this liability shall be satisfied only out 
 of partnership property.  

    HIST: (7400) 1921 c 487 s 17; 1986 c 444 

     323.17 Rights and duties of partners. 

    The rights and duties of the partners in relation to the 
 partnership shall be determined, subject to any agreement 
 between them, by the following rules: 

    (1) Except as provided in section 323.14, subdivision 2, 
 each partner shall be repaid contributions, whether by way of 
 capital or advances to the partnership property and share 
 equally in the profits and surplus remaining after all 
 liabilities, including those to partners, are satisfied; and 
 must contribute towards the losses, whether of capital or 
 otherwise, sustained by the partnership according to each 
 partner's share in the profits; 

    (2) The partnership must indemnify every partner in respect 
 of payments made and personal liabilities reasonably incurred by 
 that partner in the ordinary and proper conduct of its business, 
 or for the preservation of its business or property; 

    (3) A partner, who in aid of the partnership makes any 
 payment or advance beyond the amount of capital which the 
 partner agreed to contribute, shall be paid interest from the 
 date of the payment or advance; 

    (4) A partner shall receive interest on the capital 
 contributed only from the date when repayment should be made; 

    (5) All partners have equal rights in the management and 
 conduct of the partnership business; 

    (6) No partner is entitled to remuneration for acting in 
 the partnership business, except that a surviving partner is 
 entitled to reasonable compensation for services in winding up 
 the partnership affairs; 

    (7) No person can become a member of a partnership without 
 the consent of all the partners; 

    (8) Any difference arising as to ordinary matters connected 
 with the partnership business may be decided by a majority of 
 the partners; but no act in contravention of any agreement 
 between the partners may be done rightfully without the consent 
 of all the partners. 

    HIST: (7401) 1921 c 487 s 18; 1986 c 444; 1994 c 539 s 13 

     323.18 Partnership books.  

    The partnership books shall be kept subject to any 
 agreement between the partners, at the principal place of 
 business of the partnership, and every partner shall at all 
 times have access to and may inspect and copy any of them.  

    HIST: (7402) 1921 c 487 s 19 

     323.19 Partners must render information.  

    Partners shall render, on demand, true and full information 
 of all things affecting the partnerships to any partner or the 
 legal representative of any deceased partner or partner under 
 legal disability.  

    HIST: (7403) 1921 c 487 s 20 

     323.20 Partner accountable as a fiduciary.  

    Every partner must account to the partnership for any 
 benefit, and hold as trustee for it any profits derived by that 
 partner without the consent of the other partners from any 
 transaction connected with the formation, conduct, or 
 liquidation of the partnership or from any use by that partner 
 of its property.  

    This section applies also to the representatives of a 
 deceased partner engaged in the liquidation of the affairs of 
 the partnership as the personal representatives of the last 
 surviving partner.  

    HIST: (7404) 1921 c 487 s 21; 1986 c 444 

     323.21 Right to an account.  

    Any partner shall have the right to a formal account as to 
 partnership affairs 

    (1) If wrongfully excluded from the partnership business or 
 possession of its property by copartners; 

    (2) If the right exists under the terms of any agreement; 

    (3) As provided by section 323.20; or 

    (4) When other circumstances render it just and reasonable. 

    HIST: (7405) 1921 c 487 s 22; 1986 c 444 

     323.22 After fixed term partnership continues as 
  partnership at will.  

    When a partnership for a fixed term or particular 
 undertaking is continued after the termination of such term or 
 particular undertaking without any express agreement, the rights 
 and duties of the partners remain the same as they were at such 
 termination, so far as is consistent with a partnership at will. 

    A continuation of the business by the partners, or such of 
 them as habitually acted therein during the term, without any 
 settlement or liquidation of the partnership affairs, is prima 
 facie evidence of a continuation of the partnership.  

    HIST: (7406) 1921 c 487 s 23 

     323.23 Property rights of a partner.  

    The property rights of a partner are rights in specific 
 partnership property, an interest in the partnership, and the 
 right to participate in the management.  

    HIST: (7407) 1921 c 487 s 24; 1986 c 444 

     323.24 Nature of a partner's right in specific 
  partnership property. 

    A partner is coowner with the other partners of specific 
 partnership property holding as a tenant in partnership. 

    The incidents of this tenancy are such that: 

    (1) a partner, subject to the provisions of this chapter 
 and to any agreement between the partners, has an equal right 
 with the other partners to possess specific partnership property 
 for partnership purposes; but has no right to possess such 
 property for any other purpose without the consent of the other 
 partners; 

    (2) a partner's right in specific partnership property is 
 not assignable except in connection with the assignment of the 
 rights of all the partners in the same property; 

    (3) a partner's right in specific partnership property is 
 not subject to attachment, garnishment or execution, except on a 
 claim against the partnership; when partnership property is 
 attached for a partnership debt the partners, or any of them, or 
 the representatives of a deceased partner, cannot claim any 
 right under the homestead or exemption laws, except as 
 specifically authorized under exemption laws; 

    (4) on the death of a partner that partner's right in 
 specific partnership property vests in the surviving partner or 
 partners, except where the deceased was the last surviving 
 partner, when the deceased's right in such property vests in the 
 deceased's legal representative; such surviving partner or 
 partners, or the legal representative of the last surviving 
 partner, has no right to possess the partnership property for 
 any but a partnership purpose; and 

    (5) a partner's right in specific partnership property is 
 not subject to dower, curtesy, the statutory interest of a 
 surviving spouse, or allowances to a surviving spouse, heirs or 
 next of kin. 

    HIST: (7408) 1921 c 487 s 25; 1986 c 444; 1988 c 490 s 1 

     323.25 Partner's interest in the partnership.  

    A partner's interest in the partnership is that partner's 
 share of the profits and surplus, and the same is personal 
 property.  

    HIST: (7409) 1921 c 487 s 26; 1986 c 444 

     323.26 Assignment of partner's interest.  

    A conveyance by a partner of that partner's interest in the 
 partnership does not of itself dissolve the partnership, nor, as 
 against the other partners in the absence of agreement, entitle 
 the assignee, during the continuance of the partnership, to 
 interfere in the management or administration of the partnership 
 business or affairs, or to require any information or account of 
 partnership transactions, or to inspect the partnership books; 
 but it merely entitles the assignee to receive in accordance 
 with the assigning contract the profits to which the assigning 
 partner would otherwise be entitled.  

    In case of a dissolution of the partnership, the assignee 
 is entitled to receive the assignor's interest and may require 
 an account from the date only of the last account agreed to by 
 all the partners.  

    HIST: (7410) 1921 c 487 s 27; 1986 c 444 

     323.27 Partner's interest chargeable as such.  

    On due application to a competent court by any judgment 
 creditor of a partner, the court which entered the judgment, 
 order, or decree, or any other court, may charge the interest of 
 the debtor partner with payment of the unsatisfied amount of 
 such judgment debt with interest thereon; and may then or later 
 appoint a receiver of the debtor partner's share of the profits 
 and of any other money due or to fall due to the debtor partner 
 in respect of the partnership, and make all other orders, 
 directions, accounts and inquiries which the debtor partner 
 might have made, or which the circumstances of the case may 
 require.  

    The interest charged may be redeemed at any time before 
 foreclosure, or in case of a sale being directed by the court 
 may be purchased without thereby causing a dissolution: 

    (1) With separate property, by any one or more of the 
 partners; or 

    (2) With partnership property, by any one or more of the 
 partners with the consent of all the partners whose interests 
 are not so charged or sold.  

    Nothing in this chapter shall be held to deprive a partner 
 of a right, if any, under the exemption laws, as regards that 
 partner's interest in the partnership.  

    HIST: (7411) 1921 c 487 s 28; 1986 c 444 

     323.28 Dissolution.  

    The dissolution of a partnership is the change in the 
 relation of the partners caused by any partner ceasing to be 
 associated in the carrying on, as distinguished from the winding 
 up, of the business.  

    HIST: (7412) 1921 c 487 s 29 

     323.29 Partnership not terminated by dissolution.  

    On dissolution the partnership is not terminated, but 
 continues until the winding up of partnership affairs is 
 completed.  

    HIST: (7413) 1921 c 487 s 30 

     323.30 Causes of dissolution.  

    Dissolution is caused: 

    (1) Without violation of the agreement between the 
 partners, 

    (a) By the termination of the definite term or particular 
 undertaking specified in the agreement; 

    (b) By the express will of any partner when no definite 
 term or particular undertaking is specified; 

    (c) By the express will of all the partners who have not 
 assigned their interests or suffered them to be charged for 
 their separate debts, either before or after the termination of 
 any specified term or particular undertaking; 

    (d) By the expulsion of any partner from the business bona 
 fide in accordance with such a power conferred by the agreement 
 between the partners; 

    (2) In contravention of the agreement between the partners, 
 where the circumstances do not permit a dissolution under any 
 other provision of this section, by the express will of any 
 partner at any time; 

    (3) By any event which makes it unlawful for the business 
 of the partnership to be carried on or for the members to carry 
 it on in partnership; 

    (4) By the death of any partner; 

    (5) By the bankruptcy of any partner or the partnership; 

    (6) By decree of court under section 323.31.  

    HIST: (7414) 1921 c 487 s 31 

     323.31 Dissolution by decree of court.  

    On application by or for a partner the court shall decree a 
 dissolution whenever: 

    (1) A partner has been declared a lunatic in any judicial 
 proceeding or is shown to be of unsound mind; 

    (2) A partner becomes in any other way incapable of 
 performing that partner's part of the partnership contract; 

    (3) A partner has been guilty of such conduct as tends to 
 affect prejudicially the carrying on of the business; 

    (4) A partner willfully or persistently commits a breach of 
 the partnership agreement, or otherwise so acts in matters 
 relating to the partnership business that it is not reasonably 
 practicable to carry on the business in partnership with that 
 partner; 

    (5) The business of the partnership can only be carried on 
 at a loss; 

    (6) Other circumstances render a dissolution equitable.  

    On the application of the purchaser of a partner's interest 
 under section 323.27 or 323.26: 

    (1) After the termination of the specified term or 
 particular undertaking; 

    (2) At any time if the partnership was a partnership at 
 will when the interest was assigned or when the charging order 
 was issued.  

    HIST: (7415) 1921 c 487 s 32; 1986 c 444 

     323.32 Dissolution terminates agency of partner.  

    Except so far as may be necessary to wind up partnership 
 affairs or to complete transactions begun but not then finished, 
 dissolution terminates all authority of any partner to act for 
 the partnership, 

    (1) With respect to the partners; 

    (a) When the dissolution is not by the act, bankruptcy, or 
 death of a partner; or 

    (b) When the dissolution is by such act, bankruptcy, or 
 death of a partner, in cases where section 323.33 so requires; 

    (2) With respect to persons not partners, as declared in 
 section 323.34.  

    HIST: (7416) 1921 c 487 s 33 

     323.33 Right of partner to contribution from copartners 
  after dissolution.  

    Where the dissolution is caused by the act, death, or 
 bankruptcy of a partner, each partner is liable to the 
 copartners for each's share of any liability created by any 
 partner acting for the partnership as if the partnership had not 
 been dissolved, unless: 

    (1) The dissolution being by act of any partner, the 
 partner acting for the partnership had knowledge of the 
 dissolution; or 

    (2) The dissolution being by the death or bankruptcy of a 
 partner, the partner acting for the partnership had knowledge or 
 notice of the death or bankruptcy.  

    HIST: (7417) 1921 c 487 s 34; 1986 c 444 

     323.34 Partner's agency after dissolution.  

    Subdivision 1.    By what acts.  After dissolution a 
 partner can bind the partnership, except as provided in 
 subdivision 3: 

    (1) By any act appropriate for winding up partnership 
 affairs or completing transactions unfinished at dissolution; 

    (2) By any transaction which would bind the partnership if 
 dissolution had not taken place, provided the other party to the 
 transaction 

    (a) Had extended credit to the partnership prior to 
 dissolution and had no knowledge or notice of the dissolution; 
 or 

    (b) Though the other party had not so extended credit, had 
 nevertheless known of the partnership prior to dissolution, and, 
 having no knowledge or notice of dissolution, the fact of 
 dissolution had not been advertised in a newspaper of general 
 circulation in the place (or in each place if more than one) at 
 which the partnership business was regularly carried on.  

    Subd. 2.    Satisfaction of liability.  The liability 
 of a partner under subdivision 1, clause (2), shall be satisfied 
 out of partnership assets alone when such partner had been prior 
 to dissolution 

    (1) Unknown as a partner to the person with whom the 
 contract is made; and 

    (2) So far unknown and inactive in partnership affairs that 
 the business reputation of the partnership could not be said to 
 have been in any degree due to the partner's connection with it. 

    Subd. 3.    When not bound.  The partnership is in no 
 case bound by any act of a partner after dissolution 

    (1) Where the partnership is dissolved because it is 
 unlawful to carry on the business, unless the act is appropriate 
 for winding up partnership affairs; or 

    (2) Where the partner has become bankrupt; or 

    (3) Where the partner has no authority to wind up 
 partnership affairs, except by a transaction with one who 

    (a) Had extended credit to the partnership prior to 
 dissolution and had no knowledge or notice of the partner's want 
 of authority; or 

    (b) Had not extended credit to the partnership prior to 
 dissolution, and, having no knowledge or notice of the partner's 
 want of authority, the fact of the partner's want of authority 
 has not been advertised in the manner provided for advertising 
 the fact of dissolution in subdivision 1, clause (2) (b).  

    Subd. 4.    When liable.  Nothing in this section shall 
 affect the liability under section 323.15 of any person who, 
 after dissolution, personally represents or consents to another 
 representing the person as a partner in a partnership engaged in 
 carrying on business.  

    HIST: (7418) 1921 c 487 s 35; 1986 c 444 

     323.35 Discharge of existing liabilities on dissolution. 

    The dissolution of the partnership does not of itself 
 discharge the existing liability of any partner.  

    A partner is discharged from any existing liability upon 
 dissolution of the partnership by an agreement to that effect 
 between that partner, the partnership creditor and the person or 
 partnership continuing the business; and such agreement may be 
 inferred from the course of dealing between the creditor having 
 knowledge of the dissolution and the person or partnership 
 continuing the business.  

    Where a person agrees to assume the existing obligations of 
 a dissolved partnership, the partners whose obligations have 
 been assumed shall be discharged from any liability to any 
 creditor of the partnership who, knowing of the agreement, 
 consents to a material alteration in the nature or time of 
 payment of such obligations.  

    The individual property of a deceased partner shall be 
 liable for those obligations of the partnership incurred while 
 the deceased was a partner and for which the deceased was liable 
 under section 323.14, but subject to the prior payment of the 
 deceased's separate debts.  

    HIST: (7419) 1921 c 487 s 36; 1986 c 444; 1994 c 539 s 14 

     323.36 Right to wind up.  

    Unless otherwise agreed, the partners who have not 
 wrongfully dissolved the partnership or the legal representative 
 of the last surviving partner, not bankrupt, has the right to 
 wind up the partnership affairs; provided, that any partner, the 
 partner's legal representative, or the partner's assignee, upon 
 cause shown, may obtain winding up by the court.  

    HIST: (7420) 1921 c 487 s 37; 1986 c 444 

     323.37 Allocation of partnership property on dissolution.

    Subdivision 1.    Rights.  When dissolution is caused 
 in any way, except in contravention of the partnership 
 agreement, each partner, as against the copartners and all 
 persons claiming through them in respect of their interests in 
 the partnership, unless otherwise agreed, may have the 
 partnership property applied to discharge its liabilities, and 
 the surplus applied to pay in cash the net amount owing to the 
 respective partners.  If dissolution is caused by expulsion of a 
 partner, bona fide under the partnership agreement, and if the 
 expelled partner is discharged from all partnership liabilities, 
 either by payment or agreement under section 323.35, the 
 expelled partner shall receive in cash only the net amount due 
 from the partnership. 

    Subd. 2.    When dissolution wrongful.  When 
 dissolution is caused in contravention of the partnership 
 agreement the rights of the partners shall be as follows: 

    (1) Each partner who has not caused dissolution wrongfully 
 shall have: 

    (a) All the rights specified in subdivision 1; and 

    (b) The right, as against each partner who has caused the 
 dissolution wrongfully, to damages for breach of the agreement; 

    (2) The partners who have not caused the dissolution 
 wrongfully, if they all desire to continue the business in the 
 same name, either by themselves or jointly with others, may do 
 so, during the agreed term for the partnership, and for that 
 purpose may possess the partnership property, provided they 
 secure the payment by bond approved by the court, or pay to any 
 partner who has caused the dissolution wrongfully the value of 
 that partner's interest in the partnership at the dissolution, 
 less any damages recoverable under clause (1)(b), and in like 
 manner indemnify that partner against all present or future 
 partnership liabilities; 

    (3) A partner who has caused the dissolution wrongfully 
 shall have: 

    (a) If the business is not continued under the provisions 
 of clause (2), all the rights of a partner under subdivision 1, 
 subject to clause (1)(b); 

    (b) If the business is continued under clause (2), the 
 right as against the copartners and all claiming through them in 
 respect of their interests in the partnership, to have the value 
 of the dissolving partner's interest in the partnership, less 
 any damages caused to the copartners by the dissolution, 
 ascertained and paid to the dissolving partner in cash, or the 
 payment secured by bond approved by the court, and to be 
 released from all existing liabilities of the partnership; but 
 in ascertaining the value of the partner's interest the value of 
 the good will of the business shall not be considered.  

    HIST: (7421) 1921 c 487 s 38; 1986 c 444 

     323.38 Adjustment of rights on dissolution for fraud.  

    Where a partnership contract is rescinded on the ground of 
 the fraud or misrepresentation of one of the partners thereto, 
 the party entitled to rescind is, without prejudice to any other 
 right, entitled: 

    (1) To a lien on, or right of retention of, the surplus of 
 the partnership property after satisfying the partnership 
 liabilities to third persons for any sum of money paid by the 
 rescinder for the purchase of an interest in the partnership and 
 for any capital or advances contributed by the rescinder; and 

    (2) To stand, after all liabilities to third persons have 
 been satisfied, in the place of the creditors of the partnership 
 for any payments made by the rescinder in respect of the 
 partnership liabilities; and 

    (3) To be indemnified by the person guilty of the fraud or 
 making the representation against all debts and liabilities of 
 the partnership.  

    HIST: (7422) 1921 c 487 s 39; 1986 c 444 

     323.39 Distribution on dissolution. 

    In settling accounts between the partners after 
 dissolution, the following rules shall be observed, subject to 
 any agreement to the contrary: 

    (1) The assets of the partnership are: 

    (a) The partnership property; 

    (b) The contributions of the partners specified in clause 
 (4); 

    (2) The liabilities of the partnership shall rank in order 
 of payment, as follows: 

    (a) Those owing to creditors other than partners; 

    (b) Those owing to partners other than for capital and 
 profits; 

    (c) Those owing to partners in respect to capital; 

    (d) Those owing to partners in respect to profits; 

    (3) The assets shall be applied in the order of their 
 declaration in clause (1) to the satisfaction of the 
 liabilities; 

    (4) Except as provided in section 323.14, subdivision 2: 

    (a) The partners shall contribute, as provided by section 
 323.17, clause (1), the amount necessary to satisfy the 
 liabilities; and 

    (b) If any, but not all, of the partners are insolvent, or, 
 not being subject to process, refuse to contribute, the other 
 partners shall contribute their share of the liabilities, and, 
 in the relative proportions in which they share the profits, the 
 additional amount necessary to pay the liabilities; 

    (5) An assignee for the benefit of creditors of any person 
 appointed by the court shall have the right to enforce the 
 contributions specified in clause (4); 

    (6) Any partner or the partner's legal representative shall 
 have the right to enforce the contributions specified in clause 
 (4), to the extent of the amount paid in excess of that 
 partner's share of the liability; 

    (7) The individual property of a deceased partner shall be 
 liable for the contributions specified in clause (4); 

    (8) When partnership property and the individual properties 
 of the partners are in the possession of a court for 
 distribution, partnership creditors shall have priority on 
 partnership property and separate creditors on individual 
 property, saving the rights of lien or secured creditors as 
 heretofore; 

    (9) Where a partner has become bankrupt or the partner's 
 estate is insolvent, the claims against the partner's separate 
 property shall rank in the following order: 

    (a) Those owing to separate creditors; 

    (b) Those owing to partnership creditors; and 

    (c) Those owing to partners by way of contribution.  

    HIST: (7423) 1921 c 487 s 40; 1986 c 444; 1994 c 539 s 15 

     323.40 Liability of persons continuing the business in 
  certain cases.  

    Subdivision 1.    Admission.  When any new partner is 
 admitted into an existing partnership, or when any partner 
 retires and assigns, or the representative of the deceased 
 partner assigns, the partner's rights in partnership property to 
 two or more of the partners, or to one or more of the partners 
 and one or more third persons, if the business is continued 
 without liquidation of the partnership affairs, creditors of the 
 first or dissolved partnership are also creditors of the 
 partnership so continuing in the business.  

    Subd. 2.    Retirement or death.  When all but one 
 partner retire and assign, or the representative of a deceased 
 partner assigns, their rights in partnership property to the 
 remaining partner, who continues the business without 
 liquidation of partnership affairs, either alone or with others, 
 creditors of the dissolved partnership are also creditors of the 
 person or partnership so continuing the business.  

    Subd. 3.    Continuation on retirement or death.  When 
 any partner retires or dies and the business of the dissolved 
 partnership is continued, as set forth in subdivisions 1 and 2, 
 with the consent of the retired partners or the representative 
 of the deceased partner, but without any assignment of the 
 partner's right in partnership property, rights of creditors of 
 the dissolved partnership and of the creditors of the person or 
 partnership continuing the business shall be as if such 
 assignment had been made.  

    Subd. 4.    Assignment to third person.  When all the 
 partners or their representatives assign their rights in 
 partnership property to one or more third persons who promise to 
 pay the debts and who continue the business of the dissolved 
 partnership, creditors of the dissolved partnership are also 
 creditors of the person or partnership continuing the business.  

    Subd. 5.    Wrongful dissolution.  When any partner 
 wrongfully causes a dissolution and the remaining partners 
 continue the business under the provisions of section 323.37, 
 subdivision 2, clause (2), either alone or with others, and 
 without liquidation of the partnership affairs, creditors of the 
 dissolved partnership are also creditors of the person or 
 partnership continuing the business.  

    Subd. 6.    Expulsion of partner.  When a partner is 
 expelled and the remaining partners continue the business, 
 either alone or with others, without liquidation of the 
 partnership affairs, creditors of the dissolved partnership are 
 also creditors of the person or partnership continuing the 
 business.  

    Subd. 7.    Third person a partner, liability.  The 
 liability of a third person becoming a partner in the 
 partnership continuing the business, under this section, to the 
 creditors of the dissolved partnership shall be satisfied out of 
 partnership property only.  

    Subd. 8.    Rights of creditors.  When the business of 
 a partnership after dissolution is continued under any 
 conditions set forth in this section, the creditors of the 
 dissolved partnership, as against the separate creditors of the 
 retiring or deceased partner or the representative of the 
 deceased partner, have a prior right to any claim of the retired 
 partner or the representative of the deceased partner against 
 the person or partnership continuing the business, on account of 
 the retired or deceased partner's interest in the dissolved 
 partnership or on account of any consideration promised for such 
 interest or for the retired or deceased partner's right in 
 partnership property.  

    Subd. 9.    No modification of creditors' rights.  
 Nothing in this section shall be held to modify any right of 
 creditors to set aside any assignment on the ground of fraud.  

    Subd. 10.    Use of partnership property.  The use by 
 the person or partnership continuing the business of the 
 partnership name, or the name of a deceased partner, as part 
 thereof, shall not of itself make the individual property of the 
 deceased partner liable for any debts contracted by such person 
 or partnership.  

    HIST: (7424) 1921 c 487 s 41; 1986 c 444 

     323.41 Rights of retiring or estate of deceased partner 
  when the business is continued.  

    When a partner retires or dies, and the business is 
 continued under any of the conditions set forth in section 
 323.40, subdivisions 1, 2, 3, 5, and 6, or 323.37, subdivision 
 2, clause (2), without any settlement of accounts as between the 
 partner or that partner's estate and the person or partnership 
 continuing the business, unless otherwise agreed, the partner or 
 the partner's legal representative as against such persons or 
 partnership, may have the value of the partner's interest at the 
 date of dissolution ascertained, and shall receive as an 
 ordinary creditor an amount equal to the value of that interest 
 in the dissolved partnership, with interest, or, the option, in 
 lieu of interest, of the profits attributable to the use of the 
 partner's right in the property of the dissolved partnership; 
 provided, that the creditors of the dissolved partnership as 
 against the separate creditors, or the representative of the 
 retired or deceased partner, shall have priority on any claim 
 arising under this section, as provided by section 323.40, 
 subdivision 8.  

    HIST: (7425) 1921 c 487 s 42; 1986 c 444 

     323.42 Right to accounting accrues on dissolution.  

    The right to an account of that partner's interest shall 
 accrue to any partner, or the partner's legal representative, as 
 against the winding up partners or the surviving partners or the 
 person or partnership continuing the business, at the date of 
 dissolution, in the absence of any agreement to the contrary.  

    HIST: (7426) 1921 c 487 s 43; 1986 c 444 

     323.43 Repeal; exceptions.  

    All acts or parts of acts inconsistent with this chapter 
 are hereby repealed, except sections 548.20 and 548.21 and all 
 parts thereof, which shall remain in full force and effect and 
 apply to joint obligations arising under this chapter.  

    HIST: (7428) 1921 c 487 s 45 

     323.44 Limited liability partnerships. 

    Subdivision 1.    Requirement of filing; automatic 
 expiration; renewal.  (a) To have the status of a limited 
 liability partnership, a general partnership must have in effect 
 and filed with the secretary of state a registration that 
 complies with this section.  A general partnership's 
 registration establishes the status of a limited liability 
 partnership for one year from the date of filing.  At the end of 
 the one-year period, the registration and the partnership's 
 status as a limited liability partnership expire unless a 
 renewal registration is properly filed with the secretary of 
 state under paragraph (b). 

    (b) The limited liability partnership may file a renewal 
 registration that complies with this section no earlier than 60 
 days before the expiration of the one-year period under 
 paragraph (a).  A proper renewal registration extends the 
 partnership's status as a limited liability partnership for 
 another year, measured from the end of the previous one-year 
 period.  At the end of any renewal period, the renewal 
 registration automatically expires.  A limited liability 
 partnership registration may be renewed for an unlimited number 
 of one-year periods. 

    Subd. 2.    Contents of registration.  A general 
 partnership's registration to obtain or renew the status of a 
 limited liability partnership must contain: 

    (1) the name of the partnership; 

    (2) a statement that the partnership applies to obtain 
 status as a limited liability partnership or to renew that 
 status; 

    (3) an acknowledgment that the status of limited liability 
 partnership will automatically expire, unless the partnership 
 files a proper renewal registration; 

    (4) the street address of the partnership's principal place 
 of business; 

    (5) if the partnership's principal place of business is not 
 located in this state, the name and street address of a person 
 located in this state that the partnership authorizes to act as 
 the partnership's agent for service of process; and 

    (6) the signature of a partner.  

    Subd. 3.    Filing fee.  Each registration, whether 
 original or for renewal, must be accompanied by a fee of $135. 

    Subd. 4.    Authority to file.  A domestic general 
 partnership's decision to file a registration is an ordinary 
 matter under section 323.17, clause (8).  The decision to 
 withdraw or not renew a registration is treated as an act in 
 contravention of an agreement between the partners under section 
 323.17, clause (8). 

    Subd. 5.    Changes in registration information.  If the 
 information contained in a registration becomes inaccurate after 
 the registration is filed, the general partnership must provide 
 accurate information in any subsequently filed renewal 
 registration.  The inaccuracy has no effect on the partnership's 
 status as a limited liability partnership.  

    Subd. 6.    Voluntary withdrawal of status.  A 
 partnership may end its status as a limited liability 
 partnership at any time by filing with the secretary of state a 
 withdrawal statement that names the partnership, states that the 
 partnership is withdrawing its current registration, and 
 acknowledges that the withdrawal ends the partnership's status 
 as a limited liability partnership.  The withdrawal statement 
 must be signed by a partner and may state a delayed effective 
 date, if that date is before the expiration date of the 
 partnership's current registration.  If the withdrawal statement 
 does not state an effective date, the statement is effective 
 when filed. 

    Subd. 7.    Filing after dissolution.  (a) A dissolved 
 limited liability partnership may continue its status as a 
 limited liability partnership through termination either by: 

    (1) continuing to file annual renewal registrations until 
 termination; or 

    (2) filing a final renewal registration that, in addition 
 to providing the information required by subdivision 3: 

    (i) states that the partnership is dissolved and is winding 
 up its affairs; 

    (ii) identifies the cause of the dissolution; and 

    (iii) states that the renewal registration is the final 
 renewal registration and will remain in effect until termination.

    A final renewal registration that complies with clause (2) 
 must not contain the statement required by subdivision 2, clause 
 (3). 

    (b) When the dissolved limited liability partnership has 
 wound up its affairs, it shall file with the secretary of state 
 a termination notice that contains the following information: 

    (1) the name of the limited liability partnership; 

    (2) that the limited liability partnership has dissolved 
 and wound up its affairs; and 

    (3) that the limited liability partnership is terminated. 

    The notice must be signed by one former general partner who 
 has not wrongfully dissolved the partnership.  There is no fee 
 for the termination filing. 

    Subd. 8.    Legal status.  For purposes of holding title 
 to or conveying an interest in real or personal property and for 
 all other purposes except as otherwise provided in this chapter, 
 a partnership formed under this chapter remains the same entity: 

    (1) whether the partnership obtains the status of a limited 
 liability partnership under subdivision 1, paragraph (a); 

    (2) whether the status of the partnership as a limited 
 liability partnership terminates by reason of expiration of 
 registration under subdivision 1, paragraph (b), or by reason of 
 voluntary withdrawal of status under subdivision 6; 

    (3) during dissolution of the partnership; and 

    (4) regardless of whether the words "a limited liability 
 partnership," "a professional limited liability partnership," "a 
 general partnership," or the designation "L.L.P.," "LLP," 
 "P.L.L.P.," or "PLLP" are used in an instrument conveying an 
 interest in real or personal property to or from the partnership 
 or in any other writing. 

    Subd. 9.    Chapter 319B election.  When a limited 
 liability partnership uses chapter 319B to elect professional 
 firm status, rescind that status, or change the specification of 
 professional services required under section 319B.04, the 
 limited liability partnership must file with the secretary of 
 state a notice which: 

    (1) states the election, rescission, or change in 
 specification; 

    (2) has been approved by the limited liability partnership 
 according to its generally applicable governing law, as that 
 term is defined in section 319B.02, subdivision 8; and 

    (3) has been signed on behalf of the limited liability 
 partnership.  

    The fee for filing the document is $35. 

    HIST: 1994 c 539 s 16; 1995 c 58 s 8; 1995 c 128 art 3 s 12-15; 1997 
 c 22 art 2 s 6 

*   NOTE:  This section is repealed by Laws 1997, chapter 174, 
*article 12, section 68, effective January 1, 2002.

     323.45 Name of limited liability partnerships. 

    Subdivision 1.    Requirements; prohibitions.  The name 
 of a limited liability partnership must meet all of the 
 requirements of section 302A.115, subdivision 1, except that the 
 acceptable words required by section 302A.115, subdivision 1, 
 paragraph (b), are "Limited Liability Partnership" or the 
 abbreviation "LLP." 

    Subd. 2.    Determination.  The secretary of state shall 
 determine whether a name is distinguishable from another name 
 for purposes of this section. 

    Subd. 3.    Contest of registration of name.  A person 
 doing business in this state may contest the subsequent 
 registration of a name with the office of the secretary of state 
 as provided in section 5.22. 

    Subd. 4.    Consent to use of name.  The procedures 
 described in section 302A.115, subdivision 1, paragraph (d), 
 apply to a name registered under this section. 

    Subd. 5.    Failure to use required name.  If a person 
 purports to enter into a contract or other undertaking on behalf 
 of a general partnership that is a domestic or foreign limited 
 liability partnership and does not disclose to the other party 
 that part of the limited liability partnership's name that 
 complies with subdivision 1, then that person is personally 
 liable on the contract or undertaking, unless that person can 
 show that in making the contract or accepting the undertaking 
 the other party did not rely on the partnership being an 
 ordinary general partnership.  Any partner of a domestic or 
 foreign limited liability partnership who consents to a person 
 not making the disclosure described in this subdivision is also 
 personally liable on the contract or undertaking, unless that 
 partner can make the showing described in this subdivision. 

    HIST: 1994 c 539 s 17; 1995 c 58 s 9; 1995 c 128 art 3 s 16,17 

     323.46 Applicability to foreign and interstate commerce. 

    Subdivision 1.    Conducting business.  A domestic 
 partnership, including a domestic limited liability partnership, 
 formed and existing under this chapter, may conduct its 
 business, carry on its operations, and have and exercise the 
 powers granted by this chapter in any state, territory, 
 district, or possession of the United States or in any foreign 
 country. 

    Subd. 2.    Governing law.  It is the policy of this 
 state that the internal affairs of domestic partnerships, 
 including domestic limited liability partnerships, existing 
 under this chapter, including the liability of partners for 
 debts and obligations of partnerships, are subject to and 
 governed by the laws of this state. 

    HIST: 1994 c 539 s 18; 1995 c 128 art 3 s 18 

     323.47 Service of process on limited liability 
  partnerships. 

    Subdivision 1.    Who may be served.  A process, notice, 
 or demand required or permitted by law to be served on a limited 
 liability partnership may be served either on the registered 
 agent of the limited liability partnership, if any, or on any 
 responsible person found at the registered office of the limited 
 liability partnership or on the secretary of state as provided 
 in section 5.25. 

    Subd. 2. Repealed, 1995 c 128 art 1 s 20 

    Subd. 3. Repealed, 1995 c 128 art 1 s 20 

    Subd. 4. Repealed, 1995 c 128 art 1 s 20 

    HIST: 1994 c 539 s 19; 1995 c 128 art 1 s 15 

     323.48 Governing law. 

    Subdivision 1.    State of organization.  Subject to the 
 constitution of this state, the laws of the jurisdiction under 
 which a foreign limited liability partnership is organized 
 govern its organization and internal affairs and the liability 
 of its members.  A foreign limited liability partnership may not 
 be denied a registration in this state by reason of a difference 
 between those laws and the laws of this state.  

    Subd. 2.    Limitations.  A foreign limited liability 
 partnership registered in this state has no greater rights and 
 privileges than a domestic limited liability partnership.  The 
 registration does not authorize the foreign limited liability 
 partnership to exercise any of its powers or purposes that a 
 domestic limited liability partnership is forbidden by law to 
 exercise in this state.  

    HIST: 1995 c 128 art 3 s 19 

     323.49 Foreign limited liability partnerships. 

    Subdivision 1.    Statement of qualification.  Before 
 transacting business in this state, a foreign limited liability 
 partnership must file a statement of qualification as provided 
 in subdivision 3 with the secretary of state.  The statement is 
 effective for one year from the date of filing and may be 
 renewed for successive one-year periods as provided in 
 subdivision 2.  At the end of the one-year period, the statement 
 automatically expires unless a renewal statement is properly 
 filed.  Section 322B.945 applies to determine whether a foreign 
 limited liability partnership is transacting business. 

    Subd. 2.    Renewal.  The foreign limited liability 
 partnership may file a renewal statement that complies with this 
 section no earlier than 60 days before the expiration of the 
 one-year period under subdivision 1.  A proper renewal extends 
 the partnership's status as a foreign limited liability 
 partnership for another one-year period, measured from the end 
 of the previous one-year period.  At the end of any renewal 
 period, the renewal statement automatically expires.  A foreign 
 limited liability partnership's statement may be renewed for an 
 unlimited number of one-year periods. 

    Subd. 3.    Contents of statement of qualification.  A 
 foreign limited liability partnership's statement of 
 qualification and any renewal statement must contain: 

    (1) the name of the partnership, including the limited 
 liability partnership designation used in the home jurisdiction; 

    (2) the address of the partnership's principal place of 
 business; 

    (3) the name and street address of a person located in this 
 state that the partnership has authorized to act as the 
 partnership's agent for service of process; 

    (4) the jurisdiction of organization; and 

    (5) the signature of a partner. 

    The statement or renewal must be accompanied by a 
 certificate of status from the filing officer in the home 
 jurisdiction and a fee of $135. 

    Subd. 4.    Name of foreign limited liability partnership. 
  The name of the foreign limited liability partnership must 
 meet the requirements of section 323.45. 

    Subd. 5.    Changes in registration information.  If the 
 information in a statement becomes inaccurate after it is filed, 
 the general partnership must provide accurate information in any 
 subsequently filed renewal statement.  The inaccuracy has no 
 effect on the status of the partnership as a foreign limited 
 liability partnership in Minnesota. 

    Subd. 6.    Voluntary withdrawal of status.  A 
 partnership may, at any time, withdraw its statement of 
 qualification by filing with the secretary of state a withdrawal 
 statement that contains the following: 

    (1) the name of the partnership; 

    (2) a statement that the partnership is withdrawing its 
 current statement of qualification; 

    (3) an acknowledgment that the withdrawal ends the 
 partnership's qualification as a foreign limited liability 
 partnership in Minnesota; and 

    (4) the signature of a partner. 

    The withdrawal statement may state a delayed effective 
 date, if that date is before the expiration date of the 
 partnership's current statement of qualification.  If the 
 withdrawal statement does not state an effective date, the 
 statement is effective when filed. 

    Subd. 7.    Transaction of business without qualification. 
  (a) A foreign limited liability partnership transacting 
 business in this state may not maintain any action, suit, or 
 proceeding in any court of this state until it has filed a 
 statement of qualification. 

    (b) The failure of a foreign limited liability partnership 
 to file a statement of qualification does not impair the 
 validity of any contract or act of the foreign limited liability 
 partnership or prevent the foreign limited liability partnership 
 from defending any action, suit, or proceeding in any court of 
 this state. 

    (c) A foreign limited liability partnership, by transacting 
 business in this state without a statement of qualification, 
 appoints the secretary of state as its agent on whom any notice, 
 process, or demand may be served. 

    (d) A partner of a foreign limited liability partnership is 
 not liable for the debts and obligations of the foreign limited 
 liability partnership solely by reason of the foreign limited 
 liability partnership's having transacted business in this state 
 without a valid statement of qualification. 

    Subd. 8.    Transition.  Any foreign limited liability 
 partnership which received a certificate of authority under 
 chapter 322B prior to the effective date of Laws 1995, chapter 
 128, shall be deemed to be in compliance with this section until 
 December 29, 1995.  After that date, a certificate of authority 
 issued under chapter 322B and received by a foreign limited 
 liability partnership shall have no further effect. 

    Subd. 9.    Chapter 319B election.  When a foreign 
 limited liability partnership uses chapter 319B to elect 
 professional firm status, rescind that status, or change the 
 specification of professional services required under section 
 319B.04, the foreign limited liability partnership must file 
 with the secretary of state a notice which: 

    (1) states the election, rescission, or change in 
 specification; 

    (2) has been approved by the foreign limited liability 
 partnership according to its generally applicable governing law, 
 as that term is defined in section 319B.02, subdivision 8; and 

    (3) has been signed on behalf of the foreign limited 
 liability partnership.  

    The fee for filing the document is $35. 

    HIST: 1995 c 128 art 3 s 20; 1997 c 22 art 2 s 7