Minnesota Legislature
Office of the Revisor of Statutes
2007 Minnesota Statutes
- Search Minnesota Statutes
- About Minnesota Statutes
- 2007 Statutes New, Amended or Repealed
- 2007 Table of Chapters
- 2007 Statutes Topics (Index)
Chapter 322
Section 322.02
Topics
Recent History
- 2005 322.02 Amended 2005 c 4 s 58
This is an historical version of this statute chapter. Also view the most recent published version.
322.02 FORMATION.
Two or more persons desiring to form a limited partnership shall:
(1) Sign and acknowledge or swear to a certificate, which shall state:
(a) the name of the partnership;
(b) the character of the business;
(c) the location of the principal place of business;
(d) the name and place of residence of each member; general and limited partners being,
respectively designated;
(e) the term for which the partnership is to exist;
(f) the amount of cash and a description of and the agreed value of the other property
contributed by each limited partner;
(g) the additional contributions, if any, agreed to be made by each limited partner and the
times at which or events on the happening of which they shall be made;
(h) the time, if agreed upon, when the contribution of each limited partner is to be returned;
(i) the share of the profits or the other compensation by way of income which each limited
partner shall receive by reason of that partner's contribution;
(j) the right, if given, of a limited partner to substitute an assignee as contributor in that
partner's place, and the terms and conditions of the substitution;
(k) the right, if given, of the partners to admit additional limited partners;
(l) the right, if given, of one or more of the limited partners to priority over other limited
partners, as to contributions or as to compensation by the way of income, and the nature of
such priority;
(m) the right, if given, of the remaining general partner or partners to continue the business
on the death, retirement, or insanity of a general partner; and
(n) the right, if given, of a limited partner to demand and receive property other than cash
in return for that partner's contribution; and
(2) Record the certificate in the office of the county recorder of the county where the
principal place of business is situated.
A limited partnership is formed if there has been substantial compliance in good faith with
the requirements of this section.
History: (7354) 1919 c 498 s 2; 1961 c 724 s 1; 1976 c 181 s 2; 1986 c 444; 2005 c 4 s 58
Two or more persons desiring to form a limited partnership shall:
(1) Sign and acknowledge or swear to a certificate, which shall state:
(a) the name of the partnership;
(b) the character of the business;
(c) the location of the principal place of business;
(d) the name and place of residence of each member; general and limited partners being,
respectively designated;
(e) the term for which the partnership is to exist;
(f) the amount of cash and a description of and the agreed value of the other property
contributed by each limited partner;
(g) the additional contributions, if any, agreed to be made by each limited partner and the
times at which or events on the happening of which they shall be made;
(h) the time, if agreed upon, when the contribution of each limited partner is to be returned;
(i) the share of the profits or the other compensation by way of income which each limited
partner shall receive by reason of that partner's contribution;
(j) the right, if given, of a limited partner to substitute an assignee as contributor in that
partner's place, and the terms and conditions of the substitution;
(k) the right, if given, of the partners to admit additional limited partners;
(l) the right, if given, of one or more of the limited partners to priority over other limited
partners, as to contributions or as to compensation by the way of income, and the nature of
such priority;
(m) the right, if given, of the remaining general partner or partners to continue the business
on the death, retirement, or insanity of a general partner; and
(n) the right, if given, of a limited partner to demand and receive property other than cash
in return for that partner's contribution; and
(2) Record the certificate in the office of the county recorder of the county where the
principal place of business is situated.
A limited partnership is formed if there has been substantial compliance in good faith with
the requirements of this section.
History: (7354) 1919 c 498 s 2; 1961 c 724 s 1; 1976 c 181 s 2; 1986 c 444; 2005 c 4 s 58
Official Publication of the State of Minnesota
Revisor of Statutes