1999 Minnesota Statutes

     322A.01 Definitions. 

    As used in sections 322A.01 to 322A.87, unless the context 
 otherwise requires: 

    (1) "Certificate of limited partnership" means the 
 certificate referred to in section 322A.11, and the certificate 
 as amended or restated. 

    (2) "Contribution" means any cash, property, services 
 rendered, or a promissory note or other binding obligation to 
 contribute cash or property or to perform services, which a 
 partner contributes to a limited partnership as a partner. 

    (3) "Event of withdrawal of a general partner" means an 
 event that causes a person to cease to be a general partner as 
 provided in section 322A.32. 

    (4) "Executed" means signed. 

    (5) "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. 

    (6) "Foreign limited partnership" means a partnership 
 formed under the laws of any state other than this state and 
 having as partners one or more general partners and one or more 
 limited partners. 

    (7) "General partner" means a person who has been admitted 
 to a limited partnership as a general partner in accordance with 
 the partnership agreement and named in the certificate of 
 limited partnership as a general partner. 

    (8) "Limited partner" means a person who has been admitted 
 to a limited partnership as a limited partner in accordance with 
 the partnership agreement. 

    (9) "Limited partnership" and "domestic limited 
 partnership" mean a partnership formed by two or more persons 
 under the laws of this state and having one or more general 
 partners and one or more limited partners. 

    (10) "Partner" means a limited or general partner. 

    (11) "Partnership agreement" means any valid agreement, 
 written or oral, of the partners as to the affairs of a limited 
 partnership and the conduct of its business. 

    (12) "Partnership interest" means a partner's share of the 
 profits and losses of a limited partnership and the right to 
 receive distributions of partnership assets. 

    (13) "Person" means a natural person, partnership, limited 
 partnership (domestic or foreign), trust, estate, association, 
 limited liability company (whether domestic or foreign), or 
 corporation. 

    (14)(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. 

    (15) "State" means a state, territory, or possession of the 
 United States, the District of Columbia, or the Commonwealth of 
 Puerto Rico. 

    HIST: 1980 c 582 art 5 s 1; 1986 c 430 s 1; 1986 c 444; 1992 c 
 517 art 1 s 30; 1997 c 10 art 4 s 5