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323A.10-03 Annual registration.

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual registration in the office of the secretary of state which contains:

(1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;

(2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office of the partnership in this state, if any; and

(3) if the partnership does not have an office in this state, the name and street address, including the zip code, of the partnership's current agent for service of process.

(b) An annual registration must be filed once each calendar year beginning in the year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state.

(c) The secretary of state will revoke the statement of qualification of a partnership that fails to file an annual registration when due or pay the required filing fee. To do so, the secretary of state shall provide the partnership 60 days' written notice of intent to revoke the statement. The notice must be mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or annual registration. The notice must specify the annual registration that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual registration is filed and the fee is paid before the effective date of the revocation.

(d) A revocation under subsection (c) only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.

(e) A partnership whose statement of qualification has been revoked may apply to the secretary of state for reinstatement within one year after the effective date of the revocation. A partnership must file an annual registration to apply for reinstatement and pay a reinstatement fee of $135.

(f) A reinstatement under subsection (e) relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.

HIST: 1997 c 174 art 10 s 55

Official Publication of the State of Minnesota
Revisor of Statutes