2007 Minnesota Statutes

321.1206 APPLICATION TO EXISTING RELATIONSHIPS.
(a) Beginning January 1, 2005, no person may use chapter 322A to form an entity.
(b) Before January 1, 2007, this chapter governs only:
(1) a limited partnership formed on or after January 1, 2005; and
(2) except as otherwise provided in subsection (d):
(i) a limited partnership formed under chapter 322A which elects, in the manner provided
in its partnership agreement or by law for amending the partnership agreement, to be subject
to this chapter; and
(ii) a limited partnership formed under chapter 322, if the limited partnership elects pursuant
to subsection (f) to be subject to this chapter.
(c) Except as otherwise provided in subsection (d), on and after January 1, 2007, this
chapter governs:
(1) any limited partnership formed under chapter 322A which has not previously elected to
be governed by this chapter and is still in existence on January 1, 2007; and
(2) all limited partnerships, including each limited partnership formed under chapter 322A
which has previously elected to become governed by this chapter and each limited partnership
formed under chapter 322 which has elected, previously or otherwise, to be governed by this
chapter.
(d) With respect to a limited partnership formed before January 1, 2005, the following rules
apply except as the partners otherwise elect in the manner provided in the partnership agreement
or by law for amending the partnership agreement:
(1) section 321.0104(c) does not apply and the limited partnership has whatever duration
it had under the law applicable immediately before the limited partnership became subject
to this chapter;
(2) the limited partnership is not required to amend its certificate of limited partnership to
comply with section 321.0201(a)(4);
(3) sections 321.0601 and 321.0602 do not apply and a limited partner has the same right
and power to dissociate from the limited partnership, with the same consequences, as existed
immediately before the limited partnership became subject to this chapter;
(4) section 321.0603(4) does not apply;
(5) section 321.0603(5) does not apply and a court has the same power to expel a general
partner as the court had immediately before the limited partnership became subject to this
chapter; and
(6) section 321.0801(3) does not apply and the connection between a person's dissociation as
a general partner and the dissolution of the limited partnership is the same as existed immediately
before the limited partnership became subject to this chapter.
(e) If subsection (c) causes a limited partnership that is a limited liability limited partnership
under section 322A.88 to become subject to this chapter:
(1) if immediately before the limited partnership that is a limited liability limited partnership
under section 322A.88 became subject to this chapter its name complied with section 322A.02,
the limited partnership may maintain its name even if the name does not comply with section
321.0108(c); and
(2) the statement of qualification of the limited partnership that is a limited liability limited
partnership under section 322A.88, on file with the secretary of state pursuant to section
322A.88(a)(2), is deemed to amend the limited partnership's certificate of limited partnership to
state that the limited partnership is a limited liability limited partnership.
(f) On or after January 1, 2005, a limited partnership formed under chapter 322 may become
subject to this chapter if:
(1) it elects, in the manner provided in its partnership agreement or by law for amending the
partnership agreement, to be subject to this chapter;
(2) neither its certificate of limited partnership nor its partnership agreement prohibit the
election;
(3) its certificate of limited partnership, on file with the county recorder, is amended to state
the election and, as may be necessary, to comply with this chapter; and
(4) a certified copy of the amended certificate of limited partnership, and of all other limited
partnership documents previously filed with the county recorder, is filed with the secretary of state.
History: 2004 c 199 art 12 s 104