2004 Minnesota Statutes

CHAPTER 322A. 1976 uniform limited partnership act

     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 

     322A.02 Name. 

    (a) The name of each limited partnership as set forth in 
 its certificate of limited partnership: 

    (1) shall contain the words "limited partnership" or the 
 abbreviation "LP" or "L.P." or in the case of a limited 
 liability limited partnership shall contain: 

    (i) the words "limited liability limited partnership" or 
 the abbreviation "LLLP" or "L.L.L.P."; or 

    (ii) the words "limited partnership" or the abbreviation 
 "LP" or "L.P." plus the words "Registered Limited Liability 
 Partnership" or "Limited Liability Partnership" or the 
 abbreviation "R.L.L.P.," "L.L.P.," "RLLP," or "LLP"; 

    (2) may not contain the name of a limited partner unless 
 (i) it is also the name of a general partner or the corporate 
 name of a corporate general partner, or (ii) the business of the 
 limited partnership had been carried on under that name before 
 the admission of that limited partner; 

    (3) must be distinguishable from the name of a domestic 
 corporation or limited partnership, whether profit or nonprofit, 
 or a foreign corporation or limited partnership authorized or 
 registered to do business in this state, whether profit or 
 nonprofit, a limited liability company, whether domestic or 
 foreign, a limited liability partnership, whether domestic or 
 foreign, or a name the right to which is reserved or provided 
 for in the manner provided for in sections 302A.117, 322A.03, 
 322B.125, or 333.001 to 333.54, unless there is filed with the 
 certificate a written consent, court decree of prior right, or 
 affidavit of nonuse, of the kind required by section 302A.115, 
 subdivision 1, paragraph (d); and 

    (4) may not contain the following words:  corporation, 
 incorporated. 

    The secretary of state shall determine whether a name is 
 "distinguishable" from another name for purposes of this section 
 and section 322A.03.  This section does not abrogate or limit 
 the law of unfair competition or unfair practices, nor sections 
 333.001 to 333.54, nor the laws of the United States with 
 respect to the right to acquire and protect copyrights, 
 trademarks, service names, service marks, or any other rights to 
 the exclusive use of names or symbols, nor derogate the common 
 law or principles of equity.  

    (b) 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. 

    HIST: 1980 c 582 art 5 s 2; 1984 c 618 s 32; 1986 c 430 s 2; 
 1989 c 292 s 15; 1992 c 517 art 1 s 31; 1995 c 58 s 4; 1995 c 
 128 art 2 s 4; 1999 c 85 art 3 s 12 

     322A.03 Reservation of name. 

    (a) The exclusive right to the use of a name may be 
 reserved by: 

    (1) any person intending to organize a limited partnership 
 under sections 322A.01 to 322A.87 and to adopt that name; 

    (2) any domestic limited partnership or any foreign limited 
 partnership registered in this state which, in either case, 
 intends to adopt that name; 

    (3) any foreign limited partnership intending to register 
 in this state and adopt that name; and 

    (4) any person intending to organize a foreign limited 
 partnership and intending to have it register in this state and 
 adopt that name. 

    (b) The reservation shall be made according to section 
 302A.117. 

    HIST: 1980 c 582 art 5 s 3; 1986 c 444; 1997 c 137 s 12; 2002 
 c 311 art 4 s 2 

     322A.04 Specified office and agent. 

    Each limited partnership shall continuously maintain in 
 this state: 

    (1) an office, which may but need not be a place of its 
 business in this state, at which shall be kept the records 
 required by section 322A.05 to be maintained; and 

    (2) an agent for service of process on the limited 
 partnership, which agent must be an individual resident of this 
 state, a domestic corporation, or a foreign corporation 
 authorized to do business in this state. 

    HIST: 1980 c 582 art 5 s 4 

     322A.05 Records to be kept. 

    (a) Each limited partnership shall keep at the office 
 referred to in section 322A.04, clause (1), the following: 

    (1) a current list of the full name and last known business 
 address of each partner separately identifying the general 
 partners in alphabetical order and the limited partners in 
 alphabetical order; 

    (2) a copy of the certificate of limited partnership and 
 all certificates of amendment thereto, together with executed 
 copies of any powers of attorney pursuant to which any 
 certificate has been executed; 

    (3) copies of the limited partnership's federal, state and 
 local income tax returns and reports, if any, for the three most 
 recent years; 

    (4) copies of any then effective written partnership 
 agreements and of any financial statements of the limited 
 partnership for the three most recent years; and 

    (5) unless contained in a written partnership agreement, a 
 writing setting out: 

    (i) the amount of cash and a description and statement of 
 the agreed value of the other property or services contributed 
 by each partner and which each partner has agreed to contribute; 

    (ii) the times at which or events on the happening of which 
 any additional contributions agreed to be made by each partner 
 are to be made; 

    (iii) any right of a partner to receive, or of a general 
 partner to make, distributions to a partner which include a 
 return of all or any part of the partner's contribution; and 

    (iv) any events upon the happening of which the limited 
 partnership is to be dissolved and its affairs wound up. 

    (b) Records kept under this section are subject to 
 inspection and copying at the reasonable request, and at the 
 expense, of any partner during ordinary business hours. 

    HIST: 1980 c 582 art 5 s 5; 1986 c 430 s 3 

     322A.06 Nature of business. 

    A limited partnership may carry on any business that a 
 partnership without limited partners may carry on. 

    HIST: 1980 c 582 art 5 s 6 

     322A.07 Business transactions of partner with 
  partnership. 

    Except as provided in the partnership agreement, a partner 
 may lend money to and transact other business with the limited 
 partnership and, subject to other applicable law, has the same 
 rights and obligations with respect thereto as a person who is 
 not a partner. 

    HIST: 1980 c 582 art 5 s 7 

     322A.11 Certificate of limited partnership. 

    (a) In order to form a limited partnership a certificate of 
 limited partnership must be executed and filed in the Office of 
 the Secretary of State.  The certificate shall set forth: 

    (1) the name of the limited partnership; 

    (2) the address of the office and the name and address of 
 the agent for service of process required to be maintained by 
 section 322A.04; 

    (3) the name and the business address of each general 
 partner; 

    (4) the latest date upon which the limited partnership is 
 to dissolve; and 

    (5) any other matters the partners determine to include 
 therein. 

    (b) A limited partnership is formed at the time of the 
 filing of the certificate of limited partnership in the Office 
 of the Secretary of State or at any later time specified in the 
 certificate of limited partnership if, in either case, there has 
 been substantial compliance with the requirements of this 
 section. 

    HIST: 1980 c 582 art 5 s 8; 1986 c 430 s 4 

     322A.12 Amendment to certificate. 

    (a) A certificate of limited partnership is amended by 
 filing a certificate of amendment thereto in the Office of the 
 Secretary of State.  The certificate shall set forth: 

    (1) the name of the limited partnership; and 

    (2) the amendment to the certificate. 

    (b) Within 30 days after the happening of any of the 
 following events, an amendment to a certificate of limited 
 partnership reflecting the occurrence of the event or events 
 shall be filed: 

    (1) the admission of a new general partner; 

    (2) the withdrawal of a general partner; or 

    (3) the continuation of the business under section 322A.63 
 after an event of withdrawal of a general partner. 

    (c) A general partner who becomes aware that any statement 
 in a certificate of limited partnership was false when made or 
 that any arrangements or other facts described have changed, 
 making the certificate inaccurate in any respect, shall promptly 
 amend the certificate. 

    (d) A certificate of limited partnership may be amended at 
 any time for any other proper purpose the general partners 
 determine. 

    (e) No person has any liability because an amendment to a 
 certificate of limited partnership has not been filed to reflect 
 the occurrence of any event referred to in subsection (b) if the 
 amendment is filed within the 30-day period specified in 
 subsection (b). 

    (f) A restated certificate of limited partnership may be 
 executed and filed in the same manner as a certificate of 
 amendment. 

    HIST: 1980 c 582 art 5 s 9; 1986 c 430 s 5; 1988 c 682 s 37 

     322A.13 Cancellation of certificate. 

    A certificate of limited partnership shall be canceled upon 
 the dissolution and the commencement of winding up of the 
 partnership or at any other time there are no limited partners.  
 A certificate of cancellation shall be filed in the Office of 
 the Secretary of State and set forth: 

    (1) the name of the limited partnership; 

    (2) the date of filing of its certificate of limited 
 partnership; 

    (3) the reason for filing the certificate of cancellation; 

    (4) the effective date (which shall be a date certain) of 
 cancellation if it is not to be effective upon the filing of the 
 certificate; and 

    (5) any other information the general partners filing the 
 certificate determine. 

    HIST: 1980 c 582 art 5 s 10 

     322A.14 Execution of certificates. 

    (a) Each certificate required by sections 322A.11 to 
 322A.19 to be filed in the Office of the Secretary of State 
 shall be executed in the following manner: 

    (1) an original certificate of limited partnership must be 
 signed by one of the general partners; 

    (2) a certificate of amendment must be signed by one of the 
 general partners; and 

    (3) a certificate of cancellation must be signed by one of 
 the general partners. 

    (b) Any person may sign a certificate by an 
 attorney-in-fact, but a power of attorney to sign a certificate 
 relating to the admission of a general partner must specifically 
 describe the admission. 

    (c) The execution of a certificate by a general partner 
 constitutes an affirmation under the penalties of perjury that 
 the facts stated therein are true.  

    HIST: 1980 c 582 art 5 s 11; 1986 c 430 s 6; 1988 c 682 s 38 

     322A.15 Execution by judicial act. 

    If a person required by section 322A.14 to execute any 
 certificate fails or refuses to do so, any other person who is 
 adversely affected by the failure or refusal, may petition the 
 district court to direct the execution of the certificate.  If 
 the court finds that it is proper for the certificate to be 
 executed and that any person so designated has failed or refused 
 to execute the certificate, it shall order the secretary of 
 state to record an appropriate certificate. 

    HIST: 1980 c 582 art 5 s 12; 1986 c 430 s 7 

     322A.16 Filing in Office of Secretary of State. 

    (a) A signed copy of the certificate of limited 
 partnership, of any certificates of amendment or cancellation or 
 of any judicial decree of amendment or cancellation shall be 
 delivered to the secretary of state.  A person who executes a 
 certificate as an agent or fiduciary need not exhibit evidence 
 of the executor's authority as a prerequisite to filing.  Unless 
 the secretary of state finds that any certificate does not 
 conform to law, upon receipt of a $50 filing fee and, in the 
 case of a certificate of limited partnership, a $50 initial fee, 
 the secretary shall: 

    (1) endorse on the original the word "Filed" and the day, 
 month and year of the filing; and 

    (2) return the original to the person who filed it or a 
 representative. 

    (b) Upon the filing of a certificate of amendment or 
 judicial decree of amendment in the Office of the Secretary of 
 State, the certificate of limited partnership shall be amended 
 as set forth in the amendment, and upon the effective date of a 
 certificate of cancellation or a judicial decree of it, the 
 certificate of limited partnership is canceled. 

    HIST: 1980 c 582 art 5 s 13; 1981 c 356 s 345; 1982 c 496 s 5; 
 1983 c 301 s 187; 1986 c 444; 1987 c 404 s 170; 1989 c 335 art 1 
 s 208; 1993 c 369 s 115 

     322A.17 Liability for false statement in certificate. 

    If any certificate of limited partnership or certificate of 
 amendment or cancellation contains a false statement, one who 
 suffers loss by reliance on the statement may recover damages 
 for the loss from: 

    (1) any person who executes the certificate, or causes 
 another to execute it on the person's behalf, and knew, and any 
 general partner who knew or should have known, the statement to 
 be false at the time the certificate was executed; and 

    (2) any general partner who thereafter knows or should have 
 known that any arrangement or other fact described in the 
 certificate has changed, making the statement inaccurate in any 
 respect within a sufficient time before the statement was relied 
 upon reasonably to have enabled that general partner to cancel 
 or amend the certificate, or to file a petition for its 
 cancellation or amendment under section 322A.15. 

    HIST: 1980 c 582 art 5 s 14; 1986 c 444 

     322A.18 Scope of notice. 

    The fact that a certificate of limited partnership is on 
 file in the Office of the Secretary of State is notice that the 
 partnership is a limited partnership and the persons designated 
 therein as general partners are general partners, but it is not 
 notice of any other fact. 

    HIST: 1980 c 582 art 5 s 15; 1986 c 430 s 8 

     322A.19 Delivery of certificates to limited partners. 

    Upon the return by the secretary of state pursuant to 
 section 322A.16 of a certificate marked "Filed," the general 
 partners shall promptly deliver or mail a copy of the 
 certificate of limited partnership and each certificate to each 
 limited partner unless the partnership agreement provides 
 otherwise. 

    HIST: 1980 c 582 art 5 s 16 

     322A.24 Admission of limited partners. 

    (a) A person becomes a limited partner on the later of: 

    (1) the date the original certificate of limited 
 partnership is filed; or 

    (2) the date stated in the records of the limited 
 partnership as the date that person becomes a limited partner. 

    (b) After the filing of a limited partnership's original 
 certificate of limited partnership, a person may be admitted as 
 an additional limited partner: 

    (1) in the case of a person acquiring a partnership 
 interest directly from the limited partnership, upon the 
 compliance with the partnership agreement or, if the partnership 
 agreement does not so provide, upon the written consent of all 
 partners; and 

    (2) in the case of an assignee of a partnership interest of 
 a partner who has the power, as provided in section 322A.58, to 
 grant the assignee the right to become a limited partner, upon 
 the exercise of that power and compliance with any conditions 
 limiting the grant or exercise of the power. 

    HIST: 1980 c 582 art 5 s 17; 1986 c 430 s 9 

     322A.25 Voting. 

    Subject to section 322A.26, the partnership agreement may 
 grant to all or a specified group of the limited partners the 
 right to vote (on a per capita or other basis) upon any matter. 

    HIST: 1980 c 582 art 5 s 18 

     322A.26 Liability to third parties. 

    (a) Except as provided in subsection (d), a limited partner 
 is not liable for the obligations of a limited partnership 
 unless that partner is also a general partner or takes part in 
 the control of the business in addition to the exercise of a 
 limited partner's rights and powers.  However, if the limited 
 partner participates in the control of the business, that 
 limited partner is liable only to persons who transact business 
 with the limited partnership reasonably believing, based upon 
 the limited partner's conduct, that the limited partner is a 
 general partner. 

    (b) A limited partner does not participate in the control 
 of the business within the meaning of subsection (a) solely by 
 doing one or more of the following: 

    (1) being a contractor for or an agent or employee of the 
 limited partnership or of a general partner, or being an 
 officer, director, or shareholder of a general partner that is a 
 corporation; 

    (2) consulting with and advising a general partner with 
 respect to the business of the limited partnership; 

    (3) acting as surety for the limited partnership or 
 guaranteeing or assuming one or more specific obligations of the 
 limited partnership; 

    (4) taking any action required or permitted by law to bring 
 or pursue a derivative action in the right of the limited 
 partnership; 

    (5) requesting or attending a meeting of partners; 

    (6) proposing, approving, or disapproving, by voting or 
 otherwise, one or more of the following matters: 

    (i) the dissolution and winding up of the limited 
 partnership; 

    (ii) the sale, exchange, lease, mortgage, pledge, or other 
 transfer of all or substantially all of the assets of the 
 limited partnership; 

    (iii) the incurrence of indebtedness by the limited 
 partnership other than in the ordinary course of its business; 

    (iv) a change in the nature of the business; 

    (v) the admission or removal of a general partner; 

    (vi) the admission or removal of a limited partner; 

    (vii) a transaction involving an actual or potential 
 conflict of interest between a general partner and the limited 
 partnership or the limited partners; 

    (viii) an amendment to the partnership agreement or 
 certificate of limited partnership; or 

    (ix) matters related to the business of the limited 
 partnership not otherwise enumerated in this subsection, which 
 the partnership agreement states in writing may be subject to 
 the approval or disapproval of limited partners; 

    (7) winding up the limited partnership pursuant to section 
 322A.65; or 

    (8) exercising any right or power permitted to limited 
 partners under sections 322A.01 to 322A.87 and not specifically 
 enumerated in this subsection. 

    (c) The enumeration in subsection (b) does not mean that 
 the possession or exercise of any other powers by a limited 
 partner constitutes participation in the business of the limited 
 partnership. 

    (d) The use of a limited partner's name, with the limited 
 partner's permission and knowledge, in the name of the limited 
 partnership, except under circumstances permitted by section 
 322A.02, clause (2)(i), makes the limited partner liable to 
 creditors who extend credit to the limited partnership without 
 actual knowledge that the limited partner is not a general 
 partner. 

    HIST: 1980 c 582 art 5 s 19; 1986 c 430 s 10; 1986 c 444 

     322A.27 Erroneous belief that one is a limited partner. 

    (a) Except as provided in subsection (b), a person who 
 makes a contribution to a business enterprise and erroneously 
 but in good faith believes that the person has become a limited 
 partner in the enterprise is not a general partner in the 
 enterprise and is not bound by its obligations by reason of 
 making the contribution, receiving distributions from the 
 enterprise, or exercising any rights of a limited partner, if, 
 on ascertaining the mistake, the person: 

    (1) causes an appropriate certificate of limited 
 partnership or a certificate of amendment to be executed and 
 filed; or 

    (2) withdraws from future equity participation in the 
 enterprise by executing and filing in the Office of the 
 Secretary of State a certificate declaring withdrawal under this 
 section. 

    (b) A person who makes a contribution of the kind described 
 in subsection (a) is liable as a general partner to any third 
 party who transacts business with the enterprise (i) before the 
 person withdraws and an appropriate certificate is filed to show 
 withdrawal, or (ii) before an appropriate certificate is filed 
 to show that the person is not a general partner, but in either 
 case only if the third party actually believed in good faith 
 that the person was a general partner at the time of the 
 transaction. 

    HIST: 1980 c 582 art 5 s 20; 1984 c 448 s 1; 1986 c 430 s 11; 
 1986 c 444 

     322A.28 Information.  

    Each limited partner has the right to: 

    (1) inspect and copy any of the partnership records 
 required to be maintained by section 322A.05; and 

    (2) obtain from the general partners from time to time upon 
 reasonable demand (i) true and full information regarding the 
 state of the business and financial condition of the limited 
 partnership, (ii) promptly after becoming available, a copy of 
 the limited partnership's federal, state and local income tax 
 returns for each year, and (iii) other information regarding the 
 affairs of the limited partnership as is just and reasonable. 

    HIST: 1980 c 582 art 5 s 21 

     322A.31 Admission of additional general partners. 

    After the filing of a limited partnership's original 
 certificate of limited partnership, additional general partners 
 may be admitted as provided in writing in the partnership 
 agreement or, if the partnership agreement does not provide in 
 writing for the admission of additional general partners, with 
 the written consent of all partners. 

    HIST: 1980 c 582 art 5 s 22; 1986 c 430 s 12 

     322A.32 Events of withdrawal. 

    Except as approved by the specific written consent of all 
 partners at the time, a person ceases to be a general partner of 
 a limited partnership upon the happening of any of the following 
 events: 

    (1) the general partner withdraws from the limited 
 partnership as provided in section 322A.46; 

    (2) the general partner ceases to be a member of the 
 limited partnership as provided in section 322A.56; 

    (3) the general partner is removed as a general partner in 
 accordance with the partnership agreement; 

    (4) unless otherwise provided in writing in the partnership 
 agreement, the general partner: 

    (i) makes an assignment for the benefit of creditors; 

    (ii) files a voluntary petition in bankruptcy; 

    (iii) is adjudicated a bankrupt or insolvent; 

    (iv) files a petition or answer seeking as general partner 
 any reorganization, arrangement, composition, readjustment, 
 liquidation, dissolution or similar relief under any statute, 
 law, or rule; 

    (v) files an answer or other pleading admitting or failing 
 to contest the material allegations of a petition filed against 
 the general partner in any proceeding of this nature; or 

    (vi) seeks, consents to, or acquiesces in the appointment 
 of a trustee, receiver, or liquidator of the general partner or 
 of all or any substantial part of the general partner's 
 properties; 

    (5) unless otherwise provided in writing in the partnership 
 agreement, 120 days after the commencement of any proceeding 
 against the general partner seeking reorganization, arrangement, 
 composition, readjustment, liquidation, dissolution or similar 
 relief under any statute, law, or rule, the proceeding has not 
 been dismissed, or if within 90 days after the appointment 
 without the general partner's consent or acquiescence of a 
 trustee, receiver, or liquidator of the general partner or of 
 all or any substantial part of the general partner's properties, 
 the appointment is not vacated or stayed or within 90 days after 
 the expiration of any such stay, the appointment is not vacated; 

    (6) in the case of a general partner who is a natural 
 person: 

    (i) the general partner's death; or 

    (ii) the entry by a court of competent jurisdiction 
 adjudicating the general partner incompetent as to person or 
 estate; 

    (7) in the case of a general partner who is acting as a 
 general partner by virtue of being a trustee of a trust, the 
 termination of the trust (but not merely the substitution of a 
 new trustee); 

    (8) in the case of a general partner that is a separate 
 partnership, the dissolution and commencement of winding up of 
 the separate partnership; 

    (9) in the case of a general partner that is a corporation, 
 the filing of a certificate of dissolution, or its equivalent, 
 for the corporation or the revocation of its charter; or 

    (10) in the case of an estate, the distribution by the 
 fiduciary of the estate's entire interest in the partnership. 

    HIST: 1980 c 582 art 5 s 23; 1985 c 248 s 70; 1986 c 430 s 13; 
 1986 c 444 

     322A.33 General powers and liabilities. 

    (a) Except as provided in sections 322A.01 to 322A.87 or in 
 the partnership agreement, a general partner of a limited 
 partnership has the rights and powers and is subject to the 
 restrictions of a partner in a partnership without limited 
 partners. 

    (b) Except as provided in sections 322A.01 to 322A.87, a 
 general partner of a limited partnership has the liabilities of 
 a partner in a partnership without limited partners to persons 
 other than the other partners and the partnership.  Except as 
 provided in sections 322A.01 to 322A.87 or in the partnership 
 agreement, a general partner of a limited partnership has the 
 liabilities of a partner in a partnership without limited 
 partners to the partnership and to the other partners. 

    HIST: 1980 c 582 art 5 s 24; 1984 c 448 s 2 

     322A.34 Contributions by general partner. 

    A general partner of a limited partnership may make 
 contributions to the partnership and share in the profits and 
 losses of, and in distributions from, the limited partnership as 
 a general partner.  A general partner also may make 
 contributions to and share in profits, losses, and distributions 
 as a limited partner.  A person who is both a general partner 
 and a limited partner has the rights and powers, and is subject 
 to the restrictions and liabilities, of a general partner and, 
 except as provided in the partnership agreement, also has the 
 powers, and is subject to the restrictions, of a limited partner 
 to the extent of the person's participation in the partnership 
 as a limited partner. 

    HIST: 1980 c 582 art 5 s 25; 1986 c 444 

     322A.35 Voting.  

    The partnership agreement may grant to all or certain 
 identified general partners the right to vote (on a per capita 
 or any other basis), separately or with all or any class of the 
 limited partners, on any matter. 

    HIST: 1980 c 582 art 5 s 26 

     322A.38 Form of contribution.  

    The contribution of a partner may be in cash, property, or 
 services rendered, or a promissory note or other obligation to 
 contribute cash or property or to perform services. 

    HIST: 1980 c 582 art 5 s 27 

     322A.39 Liability for contribution. 

    (a) No promise by a limited partner to contribute to the 
 limited partnership is enforceable unless set out in a writing 
 signed by the limited partner. 

    (b) Except as provided in the partnership agreement, a 
 partner is obligated to the limited partnership to perform any 
 enforceable promise to contribute cash or property or to perform 
 services, even if the partner is unable to perform because of 
 death, disability or any other reason.  If a partner does not 
 make the required contribution of property or services, that 
 partner is obligated at the option of the limited partnership to 
 contribute cash equal to that portion of the value (as stated in 
 the partnership records required to be kept pursuant to section 
 322A.05) of the stated contribution that has not been made. 

    (c) Unless otherwise provided in the partnership agreement, 
 the obligation of a partner to make a contribution or return 
 money or other property paid or distributed in violation of 
 sections 322A.01 to 322A.87 may be compromised only by consent 
 of all the partners.  Notwithstanding the compromise, a creditor 
 of a limited partnership who extends credit or otherwise acts in 
 reliance on that obligation, after the partner signs a writing 
 which reflects the obligation and before the amendment or 
 cancellation thereof to reflect the compromise may enforce the 
 original obligation. 

    HIST: 1980 c 582 art 5 s 28; 1986 c 430 s 14; 1986 c 444 

     322A.40 Sharing of profits and losses. 

    The profits and losses of a limited partnership shall be 
 allocated among the partners, and among classes of partners, in 
 the manner provided in writing in the partnership agreement.  If 
 the partnership agreement does not so provide in writing, 
 profits and losses shall be allocated on the basis of the value 
 (as stated in the partnership records required to be kept 
 pursuant to section 322A.05) of the contributions made by each 
 partner to the extent they have been received by the partnership 
 and have not been returned. 

    HIST: 1980 c 582 art 5 s 29; 1986 c 430 s 15 

     322A.41 Sharing of distributions. 

    Distributions of cash or other assets of a limited 
 partnership shall be allocated among the partners, and among 
 classes of partners, in the manner provided in writing in the 
 partnership agreement.  If the partnership agreement does not so 
 provide in writing, distributions shall be made on the basis of 
 the value (as stated in the partnership records required to be 
 kept pursuant to section 322A.05) of the contributions made by 
 each partner to the extent they have been received by the 
 partnership and have not been returned. 

    HIST: 1980 c 582 art 5 s 30; 1986 c 430 s 16 

     322A.45 Interim distributions. 

    Except as provided in sections 322A.45 to 322A.52, a 
 partner is entitled to receive distributions from a limited 
 partnership before withdrawal from the limited partnership and 
 before the dissolution and winding up thereof to the extent and 
 at the times or upon the happening of the events specified in 
 the partnership agreement.  

    HIST: 1980 c 582 art 5 s 31; 1986 c 430 s 17; 1986 c 444 

     322A.46 Withdrawal of general partner.  

    A general partner may withdraw from a limited partnership 
 at any time by giving written notice to the other partners, but 
 if the withdrawal violates the partnership agreement, the 
 limited partnership may recover from the withdrawing general 
 partner damages for breach of the partnership agreement and 
 offset the damages against the amount otherwise distributable to 
 the withdrawing general partner. 

    HIST: 1980 c 582 art 5 s 32; 1986 c 444 

     322A.47 Withdrawal of limited partner. 

    Subdivision 1.    When agreement does not specify.  If 
 the partnership agreement does not specify in writing the time 
 or the events upon the happening of which a limited partner may 
 withdraw or a definite time for the dissolution and winding up 
 of the limited partnership, a limited partner may withdraw upon 
 not less than six months' prior written notice to each general 
 partner at each's address on the books of the limited 
 partnership at its office in this state.  

    This subdivision applies to limited partnerships formed 
 before August 1, 1998. 

    Subd. 2.    When agreement specifies.  A limited partner 
 may not withdraw from a limited partnership except at the time 
 or upon the happening of events specified in writing in the 
 partnership agreement.  

    This subdivision applies to all limited partnerships formed 
 on or after August 1, 1998, and to all limited partnerships 
 formed before August 1, 1998, in which the partnership agreement 
 specified in writing a time or events upon the happening of 
 which a limited partner could withdraw. 

    HIST: 1980 c 582 art 5 s 33; 1986 c 430 s 18; 1986 c 444; 1998 
 c 320 s 1 

     322A.48 Distribution upon withdrawal.  

    Except as provided in sections 322A.45 to 322A.52, upon 
 withdrawal any withdrawing partner is entitled to receive any 
 distribution to which entitled under the partnership agreement 
 and, if not otherwise provided in the agreement, the withdrawing 
 partner is entitled to receive, within a reasonable time after 
 withdrawal, the fair value of the withdrawing partner's interest 
 in the limited partnership as of the date of withdrawal based 
 upon that partner's right to share in distributions from the 
 limited partnership. 

    HIST: 1980 c 582 art 5 s 34; 1986 c 444 

     322A.49 Distribution in kind. 

    Except as provided in writing in the partnership agreement, 
 a partner, regardless of the nature of contribution, has no 
 right to demand and receive any distribution from a limited 
 partnership in any form other than cash.  Except as provided in 
 writing in the partnership agreement, a partner may not be 
 compelled to accept a distribution of any asset in kind from a 
 limited partnership to the extent that the percentage of the 
 asset distributed to that partner exceeds a percentage of that 
 asset which is equal to the percentage in which that partner 
 shares in distributions from the limited partnership. 

    HIST: 1980 c 582 art 5 s 35; 1986 c 430 s 19; 1986 c 444 

     322A.50 Right to distribution. 

    On becoming entitled to receive a distribution, a partner 
 has the status of, and is entitled to all remedies available to, 
 a creditor of the limited partnership with respect to the 
 distribution. 

    HIST: 1980 c 582 art 5 s 36; 1986 c 444 

     322A.51 Limitations on distribution. 

    A partner may not receive a distribution from a limited 
 partnership to the extent that, after giving effect to the 
 distribution, all liabilities of the limited partnership, other 
 than liabilities to partners on account of their partnership 
 interests, exceed the fair value of the partnership assets. 

    HIST: 1980 c 582 art 5 s 37 

     322A.52 Liability upon return of contribution. 

    (a) If a partner has received the return of any part of a 
 contribution without violation of the partnership agreement or 
 sections 322A.01 to 322A.87, that partner is liable to the 
 limited partnership for a period of one year thereafter for the 
 amount of the returned contribution, but only to the extent 
 necessary to discharge the limited partnership's liabilities to 
 creditors who extended credit to the limited partnership during 
 the period the contribution was held by the partnership. 

    (b) If a partner has received the return of any part of a 
 contribution in violation of the partnership agreement or 
 sections 322A.01 to 322A.87, that partner is liable to the 
 limited partnership for a period of six years thereafter for the 
 amount of the contribution wrongfully returned. 

    (c) A partner receives a return of a contribution to the 
 extent that a distribution reduces that partner's share of the 
 fair value of the net assets of the limited partnership below 
 the value (as set forth in the partnership records required to 
 be kept pursuant to section 322A.05) of the contribution which 
 has not been distributed to that partner. 

    HIST: 1980 c 582 art 5 s 38; 1986 c 430 s 20; 1986 c 444 

     322A.55 Nature of partnership interest.  

    A partnership interest is personal property. 

    HIST: 1980 c 582 art 5 s 39 

     322A.56 Assignment of partnership interest. 

    Except as provided in the partnership agreement, a 
 partnership interest is assignable in whole or in part. An 
 assignment of a partnership interest does not dissolve a limited 
 partnership or entitle the assignee to become or to exercise any 
 rights of a partner.  An assignment entitles the assignee to 
 receive, to the extent assigned, only the distribution to which 
 the assignor would be entitled. Except as provided in the 
 partnership agreement, a partner ceases to be a partner upon 
 assignment of all the partner's partnership interest. 

    HIST: 1980 c 582 art 5 s 40; 1986 c 444 

     322A.57 Rights of creditor. 

    On application to a court of competent jurisdiction by any 
 judgment creditor of a partner, the court may charge the 
 partnership interest of the partner with payment of the 
 unsatisfied amount of the judgment with interest.  To the extent 
 so charged, the judgment creditor has only the rights of an 
 assignee of the partnership interest.  Sections 322A.01 to 
 322A.87 do not deprive any partner of the benefit of any 
 exemption laws applicable to that partner's partnership interest.

    HIST: 1980 c 582 art 5 s 41; 1986 c 444 

     322A.58 Right of assignee to become limited partner. 

    (a) An assignee of a partnership interest, including an 
 assignee of a general partner, may become a limited partner if 
 and to the extent that (1) the assignor gives the assignee that 
 right in accordance with authority described in the partnership 
 agreement, or (2) all other partners consent. 

    (b) An assignee who has become a limited partner has, to 
 the extent assigned, the rights and powers, and is subject to 
 the restrictions and liabilities, of a limited partner under the 
 partnership agreement and sections 322A.01 to 322A.87.  An 
 assignee who becomes a limited partner also is liable for the 
 obligations of the assignor to make and return contributions as 
 provided in sections 322A.38 to 322A.52.  However, the assignee 
 is not obligated for liabilities unknown to the assignee at the 
 time of becoming a limited partner and which could not be 
 ascertained from the certificate of limited partnership. 

    (c) If an assignee of a partnership interest becomes a 
 limited partner, the assignor is not released from liability to 
 the limited partnership under sections 322A.17 and 322A.39. 

    HIST: 1980 c 582 art 5 s 42; 1986 c 430 s 21; 1986 c 444 

     322A.59 Power of estate of deceased or incompetent 
  partner. 

    If a partner who is an individual dies or a court of 
 competent jurisdiction adjudges that partner to be incompetent 
 to manage person or property, the partner's executor, 
 administrator, guardian, conservator, or other legal 
 representative may exercise all the partner's rights for the 
 purpose of settling the estate or administering the property, 
 including any power the partner had to give an assignee the 
 right to become a limited partner.  If a partner is a 
 corporation, trust, or other entity and is dissolved or 
 terminated, the powers of that partner may be exercised by its 
 legal representative or successor. 

    HIST: 1980 c 582 art 5 s 43; 1986 c 444 

     322A.63 Nonjudicial dissolution. 

    A limited partnership is dissolved and its affairs shall be 
 wound up upon the happening of the first to occur of the 
 following: 

    (1) at the time specified in the certificate of limited 
 partnership; 

    (2) upon the happening of events specified in writing in 
 the partnership agreement; 

    (3) written consent of all partners; 

    (4) an event of withdrawal of a general partner unless at 
 the time there is at least one other general partner and the 
 written provisions of the partnership permit the business of the 
 limited partnership to be carried on by the remaining general 
 partner and that partner does so, but the limited partnership is 
 not dissolved and is not required to be wound up by reason of 
 any event of withdrawal, if, within 90 days after the 
 withdrawal, all partners agree in writing to continue the 
 business of the limited partnership and to the appointment of 
 one or more additional general partners if necessary or desired; 
 or 

    (5) entry of a decree of judicial dissolution under section 
 322A.64. 

    HIST: 1980 c 582 art 5 s 44; 1986 c 430 s 22 

     322A.64 Judicial dissolution. 

    On application by or for a partner the district court may 
 decree dissolution of a limited partnership whenever it is not 
 reasonably practicable to carry on the business in conformity 
 with the partnership agreement. 

    HIST: 1980 c 582 art 5 s 45 

     322A.65 Winding up. 

    (a) Except as provided in the partnership agreement, the 
 general partners who have not wrongfully dissolved a limited 
 partnership or, if none, the limited partners, may wind up the 
 limited partnership's affairs; but the district court may wind 
 up the limited partnership's affairs upon application of any 
 partner, a legal representative, or assignee. 

    (b) Where a limited partnership has by its own terms 
 terminated, or it has been dissolved or otherwise terminated, 
 the general partners or any general partner last acting in that 
 capacity has authority, without court approval, to execute 
 necessary or appropriate instruments of conveyance of real 
 estate and mortgage satisfactions. 

    HIST: 1980 c 582 art 5 s 46; 1986 c 430 s 23; 1986 c 444 

     322A.66 Distribution of assets. 

    Upon the winding up of a limited partnership, the assets 
 shall be distributed as follows: 

    (1) to creditors, including partners who are creditors, to 
 the extent permitted by law, in satisfaction of liabilities of 
 the limited partnership other than liabilities for distributions 
 to partners under section 322A.45 or 322A.48; 

    (2) except as provided in the partnership agreement, to 
 partners and former partners in satisfaction of liabilities for 
 distributions under section 322A.45 or 322A.48; and 

    (3) except as provided in the partnership agreement, to 
 partners first for the return of their contributions and 
 secondly respecting their partnership interests, in the 
 proportions in which the partners share in distributions. 

    HIST: 1980 c 582 art 5 s 47 

     322A.69 Law governing. 

    Subject to the Constitution of this state, (1) the laws of 
 the state under which a foreign limited partnership is organized 
 govern its organization and internal affairs and the liability 
 of its limited partners, and (2) a foreign limited partnership 
 may not be denied registration by reason of any difference 
 between those laws and the laws of this state. 

    HIST: 1980 c 582 art 5 s 48 

     322A.70 Registration. 

    Before transacting business in this state, a foreign 
 limited partnership shall register with the secretary of state.  
 In order to register, a foreign limited partnership shall submit 
 to the secretary of state a certificate of status from the 
 filing office in the jurisdiction in which the foreign limited 
 partnership is organized, and an application for registration as 
 a foreign limited partnership, signed by a general partner and 
 setting forth: 

    (1) the name of the foreign limited partnership and, if 
 different, the name under which it proposes to register and 
 transact business in this state; 

    (2) the state and date of its formation; 

    (3) the name and address of the agent for service of 
 process on the foreign limited partnership; the agent must be an 
 individual resident of this state, a domestic corporation, or a 
 foreign corporation having a place of business in, and 
 authorized to do business in, this state; 

    (4) a statement that the secretary of state is appointed 
 the agent of the foreign limited partnership for service of 
 process if the appointed agent's authority has been revoked or 
 if the agent cannot be found or served with the exercise of 
 reasonable diligence; 

    (5) the principal office of the foreign limited 
 partnership; 

    (6) the name and business address of each general partner; 
 and 

    (7) the address of the office at which is kept a list of 
 the names and addresses of the limited partners and their 
 capital contributions, together with an undertaking by the 
 foreign limited partnership to keep those records until the 
 foreign limited partnership's registration in this state is 
 canceled or withdrawn. 

    HIST: 1980 c 582 art 5 s 49; 1986 c 430 s 24; 1987 c 384 art 1 
 s 29; 1988 c 682 s 39; 1993 c 48 s 6 

     322A.71 Issuance of registration. 

    (a) If the secretary of state finds that an application for 
 registration conforms to law and a $25 filing fee and a $60 
 initial registration fee has been paid, the secretary shall: 

    (1) endorse on the application the word "Filed," and the 
 month, day and year of the filing thereof; 

    (2) file a duplicate original of the application; and 

    (3) issue a certificate of registration to transact 
 business in this state. 

    (b) The certificate of registration, together with a 
 duplicate original of the application, shall be returned to the 
 person who filed the application or a representative of that 
 person. 

    HIST: 1980 c 582 art 5 s 50; 1981 c 356 s 346; 1983 c 301 s 
 188; 1986 c 444; 1987 c 404 s 171 

     322A.72 Name. 

    (a) A foreign limited partnership may register with the 
 secretary of state under any name (whether or not it is the name 
 under which it is registered in its state of organization) that 
 includes the words "limited partnership" or the abbreviation 
 "LP" and that could be registered by a domestic limited 
 partnership. 

    (b) 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. 

    HIST: 1980 c 582 art 5 s 51; 1989 c 292 s 16; 1995 c 58 s 5 

     322A.73 Changes and amendments. 

    If any statement in the application for registration of a 
 foreign limited partnership was false when made or any 
 arrangements or other facts described have changed, making the 
 application inaccurate in any respect, the foreign limited 
 partnership shall promptly file in the Office of the Secretary 
 of State a certificate, signed to by a general partner, 
 correcting such statement. 

    HIST: 1980 c 582 art 5 s 52; 1988 c 682 s 40 

     322A.74 Cancellation of registration. 

    A foreign limited partnership may cancel its registration 
 by filing with the secretary of state a certificate of 
 cancellation signed by a general partner.  A cancellation does 
 not terminate the authority of the secretary of state to accept 
 service of process on the foreign limited partnership with 
 respect to causes of action arising out of the transactions of 
 business in this state. 

    HIST: 1980 c 582 art 5 s 53; 1988 c 682 s 41 

     322A.75 Transaction of business without registration. 

    (a) A foreign limited partnership transacting business in 
 this state may not maintain any action, suit, or proceeding in 
 any court of this state until it has registered in this state. 

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

    (c) A limited partner of a foreign limited partnership is 
 not liable as a general partner of the foreign limited 
 partnership solely by reason of having transacted business in 
 this state without registration. 

    (d) A foreign limited partnership, by transacting business 
 in this state without registration, appoints the secretary of 
 state as its agent for service of process with respect to causes 
 of action arising out of the transaction of business in this 
 state. 

    HIST: 1980 c 582 art 5 s 54 

     322A.76 Action by attorney general. 

    The attorney general may bring an action to restrain a 
 foreign limited partnership from transacting business in this 
 state in violation of sections 322A.69 to 322A.76. 

    HIST: 1980 c 582 art 5 s 55 

     322A.761 Service of process on limited partnership or 
  foreign limited partnership. 

    A process, notice, or demand required or permitted by law 
 to be served upon a limited partnership or foreign limited 
 partnership may be served either upon the registered agent, if 
 any, of the limited partnership or foreign limited partnership 
 named in the certificate or registration, or upon a general 
 partner of the limited partnership or foreign limited 
 partnership, or upon the secretary of state as provided in 
 section 5.25.  

    HIST: 1994 c 438 s 10; 1995 c 128 art 1 s 12 

     322A.79 Right of action. 

    A limited partner may bring an action in the right of a 
 limited partnership to recover a judgment in its favor if 
 general partners with authority to do so have refused to bring 
 the action or if an effort to cause those general partners to 
 bring the action is not likely to succeed. 

    HIST: 1980 c 582 art 5 s 56 

     322A.80 Proper plaintiff. 

    In a derivative action, the plaintiff must be a partner at 
 the time of bringing the action and (1) at the time of the 
 transaction of which complaint is made or (2)  plaintiff's 
 status as a partner had devolved by operation of law or pursuant 
 to the terms of the partnership agreement from a person who was 
 a partner at the time of the transaction. 

    HIST: 1980 c 582 art 5 s 57; 1986 c 444 

     322A.81 Pleading. 

    In a derivative action, the complaint shall set forth with 
 particularity the effort of the plaintiff to secure initiation 
 of the action by a general partner or the reasons for not making 
 the effort. 

    HIST: 1980 c 582 art 5 s 58 

     322A.82 Expenses. 

    If a derivative action is successful, in whole or in part, 
 or if anything is received by the plaintiff as a result of a 
 judgment, compromise or settlement of an action or claim, the 
 court may award the plaintiff reasonable expenses, including 
 reasonable attorney's fees, and shall direct the plaintiff to 
 remit to the limited partnership the remainder of the proceeds 
 received. 

    HIST: 1980 c 582 art 5 s 59; 1986 c 444 

     322A.85 Short title. 

    Sections 322A.01 to 322A.87 may be cited as the 1976 
 Uniform Limited Partnership Act. 

    HIST: 1980 c 582 art 5 s 60 

     322A.86 Relationship to sections 322.01 to 322.31. 

    A domestic limited partnership existing on January 1, 1981, 
 shall be governed by sections 322.01 to 322.31 unless (1) the 
 limited partnership elects to come under the provisions of 
 sections 322A.01 to 322A.85, and the certificate of limited 
 partnership is amended to reflect the intention, the election 
 and a certified copy of all previously filed limited partnership 
 documents is filed with the secretary of state, and the election 
 is filed with the county recorder; and (2) to so elect is not 
 prohibited by the terms of the certificate of limited 
 partnership in effect prior to January 1, 1981.  A domestic 
 limited partnership formed after December 31, 1980 shall be 
 governed by sections 322A.01 to 322A.85. 

    HIST: 1980 c 582 art 5 s 61; 1984 c 618 s 33 

     322A.87 Rules for cases not provided for in sections 
  322A.01 to 322A.87. 

    (a) Before January 1, 2002, for any case not provided for 
 in sections 322A.01 to 322A.87 the governing law is as follows: 

    (1) for limited partnerships formed after December 31, 
 1998, chapter 323A governs; 

    (2) for limited partnerships formed before January 1, 1999; 

    (i) if the limited partnership has filed a statement of 
 qualification under section 322A.88 or has amended its 
 certificate of limited partnership to state that the limited 
 partnership is subject to chapter 323A, chapter 323A governs; 

    (ii) if subparagraph (i) does not apply, chapter 323 
 governs. 

    (b) Beginning January 1, 2002, for any case not provided 
 for in sections 322A.01 to 322A.87, chapter 323A governs. 

    HIST: 1980 c 582 art 5 s 62; 1999 c 85 art 3 s 13 

     322A.88 Limited liability limited partnership. 

    (a) A limited partnership may become a limited liability 
 limited partnership by: 

    (1) obtaining approval of the terms and conditions under 
 which the limited partnership elects limited liability limited 
 partnership status by the vote necessary to amend the limited 
 partnership agreement except, in the case of a limited 
 partnership agreement that expressly considers contribution 
 obligations, the vote necessary to amend those provisions; 

    (2) filing a statement of qualification under section 
 323A.1001(c) of the Uniform Partnership Act (1994); and 

    (3) complying with the name requirements of section 
 322A.02, paragraph (a), clause (1), as those requirements 
 pertain to a limited liability limited partnership.  

    (b) A limited liability limited partnership continues to be 
 the same entity that existed before the filing of a statement of 
 qualification under section 323A.1001(c) of the Uniform 
 Partnership Act (1994). 

    (c) Sections 323A.0306(c) and 323A.0307(d) of the Uniform 
 Partnership Act (1994) apply to both general and limited 
 partners of a limited liability limited partnership. 

    HIST: 1997 c 174 art 12 s 61; 1998 c 262 s 2; 1999 c 85 art 3 
 s 14