2007 Minnesota Statutes

321.1104 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.
(a) After a plan of conversion is approved:
(1) a converting limited partnership shall deliver to the secretary of state for filing articles
of conversion, which must include:
(A) a statement that the limited partnership has been converted into another organization;
(B) the name and form of the organization and the jurisdiction of its governing statute;
(C) the date the conversion is effective under the governing statute of the converted
organization;
(D) a statement that the conversion was approved as required by this chapter;
(E) a statement that the conversion was approved as required by the governing statute of the
converted organization; and
(F) if the converted organization is a foreign organization not authorized to transact business
in this state, the street and mailing address of an office which the secretary of state may use
for the purposes of section 321.1105(c); and
(2) if the converting organization is not a converting limited partnership, the converting
organization shall deliver to the secretary of state for filing a certificate of limited partnership,
which must include, in addition to the information required by section 321.0201:
(A) a statement that the limited partnership was converted from another organization;
(B) the name and form of the organization and the jurisdiction of its governing statute; and
(C) a statement that the conversion was approved in a manner that complied with the
organization's governing statute.
(b) A conversion becomes effective:
(1) if the converted organization is a limited partnership, when the certificate of limited
partnership takes effect; and
(2) if the converted organization is not a limited partnership, as provided by the governing
statute of the converted organization.
History: 2004 c 199 art 11 s 90