2005 Minnesota Statutes

CHAPTER 321. Uniform limited partnership act 2001

Table of Sections

Section	Headnote
ARTICLE 1
GENERAL PROVISIONS
321.0101	Short title.
321.0102	Definitions.
321.0103	Knowledge and notice.
321.0104	Nature, purpose, and duration of entity.
321.0105	Powers.
321.0106	Governing law.
321.0107	Supplemental principles of law; rate of interest.
321.0108	Name.
321.0109	Reservation of name.
321.0110	Effect of partnership agreement; nonwaivable provisions.
321.0111	Required information.
321.0112	Business transactions of partner with partnership.
321.0113	Dual capacity.
321.0114	Office and agent for service of process.
321.0115	Change of designated office or agent for service of process.
321.0116	Resignation of agent for service of process.
321.0117	Service of process.
321.0118	Consent and proxies of partners.
ARTICLE 2
FORMATION; CERTIFICATION OF LIMITED
PARTNERSHIP AND OTHER FILINGS
321.0201	Formation of limited partnership; certificate of limited partnership.
321.0202	Amendment or restatement of certificate.
321.0203	Statement of termination.
321.0204	Signing of records.
321.0205	Signing and filing pursuant to judicial order.
321.0206	Delivery to and filing of records by secretary of state; effective time and date.
321.0207	Correcting filed record.
321.0208	Liability for false information in filed record.
321.0210	Annual report for secretary of state.
ARTICLE 3
LIMITED PARTNERS
321.0301	Becoming limited partner.
321.0302	No right or power as limited partner to bind limited partnership.
321.0303	No liability as limited partner for limited partnership obligations.
321.0304	Right of limited partner and former limited partner to information.
321.0305	Limited duties of limited partners.
321.0306	Person erroneously believing self to be limited partner.
ARTICLE 4
GENERAL PARTNERS
321.0401	Becoming general partner.
321.0402	General partner agent of limited partnership.
321.0403	Limited partnership liable for general partner's actionable conduct.
321.0404	General partner's liability.
321.0405	Actions by and against partnership and partners.
321.0406	Management rights of general partner.
321.0407	Right of general partner and former general partner to information.
321.0408	General standards of general partner's conduct.
321.0409	Transfer of partnership property.
ARTICLE 5
CONTRIBUTIONS AND DISTRIBUTIONS
321.0501	Form of contribution.
321.0502	Liability for contribution.
321.0503	Sharing of distributions.
321.0504	Interim distributions.
321.0505	No distribution on account of dissociation.
321.0506	Distribution in kind.
321.0507	Right to distribution.
321.0508	Limitations on distribution.
321.0509	Liability for improper distributions.
ARTICLE 6
DISSOCIATION
321.0601	Dissociation as limited partner.
321.0602	Effect of dissociation as limited partner.
321.0603	Dissociation as general partner.
321.0604	Person's power to dissociate as general partner; wrongful dissociation.
321.0605	Effect of dissociation as general partner.
321.0606	Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
321.0607	Liability to other persons of person dissociated as general partner.
ARTICLE 7
TRANSFERABLE INTERESTS AND RIGHTS
OF TRANSFEREES AND CREDITORS
321.0701	Partner's transferable interest.
321.0702	Transfer of partner's transferable interest.
321.0703	Rights of creditor of partner or transferee.
321.0704	Power of estate of deceased partner.
ARTICLE 8
DISSOLUTION
321.0801	Nonjudicial dissolution.
321.0802	Judicial dissolution.
321.0803	Winding up.
321.0804	Power of general partner and person dissociated as general partner to bind partnership after dissolution.
321.0805	Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
321.0806	Known claims against dissolved limited partnership.
321.0807	Other claims against dissolved limited partnerships.
321.0808	Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
321.0809	Administrative dissolution.
321.0810	Reinstatement following administrative dissolution.
321.0812	Disposition of assets; when contributions required.
ARTICLE 9
FOREIGN LIMITED PARTNERSHIPS
321.0901	Governing law.
321.0902	Application for certificate of authority.
321.0903	Activities not constituting transacting business.
321.0904	Filing of certificate of authority.
321.0905	Noncomplying name of foreign limited partnership.
321.0906	Revocation of certificate of authority.
321.0907	Cancellation of certificate of authority; effect of failure to have certificate.
321.0908	Action by attorney general.
ARTICLE 10
ACTIONS BY PARTNERS
321.1001	Direct action by partner.
321.1002	Derivative action.
321.1003	Proper plaintiff.
321.1004	Pleading.
321.1005	Proceeds and expenses.
ARTICLE 11
CONVERSION AND MERGER
321.1101	Definitions.
321.1102	Conversion.
321.1103	Action on plan of conversion by converting limited partnership.
321.1104	Filings required for conversion; effective date.
321.1105	Effect of conversion.
321.1106	Merger.
321.1107	Action on plan of merger by constituent limited partnership.
321.1108	Filings required for merger; effective date.
321.1109	Effect of merger.
321.1110	Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
321.1111	Liability of general partner after conversion or merger.
321.1112	Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
321.1113	Chapter not exclusive.
321.1114	Conflict relating to merger or conversion.
ARTICLE 12
MISCELLANEOUS PROVISIONS
321.1201	Uniformity of application and construction.
321.1202	Severability clause.
321.1203	Relation to Electronic Signatures in Global and National Commerce Act.
321.1206	Application to existing relationships.
321.1207	Savings clause.
321.1208	Effect of designation.