2024 Minnesota Statutes

CHAPTER 323A. UNIFORM PARTNERSHIP ACT OF 1994

NOTE: This chapter was formerly codified as sections 323A.1-01 to 323A.12-03. See Minnesota Statutes 2002. The chapter was recodified in 2004 as sections 323A.0101 to 323A.1203. The recodification is arranged in the same sequence as the original codification.

Table of Sections

Section	Headnote
GENERAL PROVISIONS
323A.0101	DEFINITIONS.
323A.0102	KNOWLEDGE AND NOTICE.
323A.0103	EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS.
323A.0104	SUPPLEMENTAL PRINCIPLES OF LAW.
323A.0105	EXECUTION, FILING, AND RECORDING OF STATEMENTS.
323A.0106	GOVERNING LAW.
323A.0107	PARTNERSHIP SUBJECT TO AMENDMENT OR REPEAL OF CHAPTER.
NATURE OF PARTNERSHIP
323A.0201	PARTNERSHIP AS ENTITY.
323A.0202	FORMATION OF PARTNERSHIP.
323A.0203	PARTNERSHIP PROPERTY.
323A.0204	WHEN PROPERTY IS PARTNERSHIP PROPERTY.
RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP
323A.0301	PARTNER AGENT OF PARTNERSHIP.
323A.0302	TRANSFER OF PARTNERSHIP PROPERTY.
323A.0303	STATEMENT OF PARTNERSHIP AUTHORITY.
323A.0304	STATEMENT OF DENIAL.
323A.0305	PARTNERSHIP LIABLE FOR PARTNER'S ACTIONABLE CONDUCT.
323A.0306	PARTNER'S LIABILITY.
323A.0307	ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.
323A.0308	LIABILITY OF PURPORTED PARTNER.
RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
323A.0401	PARTNER'S RIGHTS AND DUTIES.
323A.0402	DISTRIBUTIONS IN KIND.
323A.0403	PARTNER'S RIGHTS AND DUTIES WITH RESPECT TO INFORMATION.
323A.0404	GENERAL STANDARDS OF PARTNER'S CONDUCT.
323A.0405	ACTIONS BY PARTNERSHIP AND PARTNERS.
323A.0406	CONTINUATION OF PARTNERSHIP BEYOND DEFINITE TERM OR PARTICULAR UNDERTAKING.
TRANSFEREES AND CREDITORS OF PARTNER
323A.0501	PARTNER NOT CO-OWNER OF PARTNERSHIP PROPERTY.
323A.0502	PARTNER'S TRANSFERABLE INTEREST IN PARTNERSHIP.
323A.0503	TRANSFER OF PARTNER'S TRANSFERABLE INTEREST.
323A.0504	PARTNER'S TRANSFERABLE INTEREST SUBJECT TO CHARGING ORDER.
PARTNER'S DISSOCIATION
323A.0601	EVENTS CAUSING PARTNER'S DISSOCIATION.
323A.0602	PARTNER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION.
323A.0603	EFFECT OF PARTNER'S DISSOCIATION.
PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP
323A.0701	PURCHASE OF DISSOCIATED PARTNER'S INTEREST.
323A.0702	DISSOCIATED PARTNER'S POWER TO BIND AND LIABILITY TO PARTNERSHIP.
323A.0703	DISSOCIATED PARTNER'S LIABILITY TO OTHER PERSONS.
323A.0704	STATEMENT OF DISSOCIATION.
323A.0705	CONTINUED USE OF PARTNERSHIP NAME.
WINDING UP PARTNERSHIP BUSINESS
323A.0801	EVENTS CAUSING DISSOLUTION AND WINDING UP OF PARTNERSHIP BUSINESS.
323A.0802	PARTNERSHIP CONTINUES AFTER DISSOLUTION.
323A.0803	RIGHT TO WIND UP PARTNERSHIP BUSINESS.
323A.0804	PARTNER'S POWER TO BIND PARTNERSHIP AFTER DISSOLUTION.
323A.0805	STATEMENT OF DISSOLUTION.
323A.0806	PARTNER'S LIABILITY TO OTHER PARTNERS AFTER DISSOLUTION.
323A.0807	SETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS.
CONVERSIONS AND MERGERS
323A.0901	DEFINITIONS.
323A.0902	CONVERSIONS.
323A.0903	FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
323A.0904	EFFECT OF CONVERSION.
323A.0905	MERGER OF PARTNERSHIPS.
323A.0906	EFFECT OF MERGER.
323A.0907	STATEMENT OF MERGER.
323A.0908	MS 2016 [Repealed, 2018 c 103 s 41]
323A.0910	DOMESTICATION.
323A.0911	ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING PARTNERSHIP.
323A.0912	FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE.
323A.0913	EFFECT OF DOMESTICATION.
323A.0914	RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.
LIMITED LIABILITY PARTNERSHIP
323A.1001	STATEMENT OF QUALIFICATION.
323A.1002	NAME.
323A.1003	ANNUAL RENEWAL.
323A.1004	REVOCATION FOR FAILURE TO REPLACE A REQUIRED REGISTERED AGENT.
FOREIGN LIMITED LIABILITY PARTNERSHIP
323A.1101	LAW GOVERNING FOREIGN LIMITED LIABILITY PARTNERSHIP.
323A.1102	STATEMENT OF FOREIGN QUALIFICATION.
323A.1103	EFFECT OF FAILURE TO QUALIFY.
323A.1104	ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.
323A.1105	ACTION BY ATTORNEY GENERAL.
MISCELLANEOUS PROVISIONS
323A.1201	SHORT TITLE.
323A.1202	APPLICABILITY.
323A.1203	EFFECT OF DESIGNATION.