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2007 Minnesota Statutes
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Chapter 323A
Section 323A.0105
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This is an historical version of this statute chapter. Also view the most recent published version.
323A.0105 EXECUTION, FILING, AND RECORDING OF STATEMENTS.
(a) A statement may be filed in the office of the secretary of state. A certified copy of a
statement that is filed in an office in another state may be filed in the office of the secretary of
state. Either filing has the effect provided in this chapter with respect to partnership property
located in or transactions that occur in this state.
(b) A certified copy of a statement that has been filed and has been recorded has the effect
provided for recorded statements in this chapter. A recorded statement that is not a certified copy
of a statement filed in the office of the secretary of state does not provide knowledge or notice and
does not have the effect provided for recorded statements in this chapter.
(c) A statement filed by a partnership must be executed by at least two partners. Other
statements must be executed by a partner or other person authorized by this chapter. An individual
who executes a statement as, or on behalf of, a partner or other person named as a partner in a
statement shall personally declare under penalty of perjury that the contents of the statement are
accurate.
(d) A person authorized by this chapter to file a statement may amend or cancel the statement
by filing an amendment or cancellation that names the partnership, identifies the statement, and
states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the
statement to every nonfiling partner and to any other person named as a partner in the statement.
Failure to send a copy of a statement to a partner or other person does not limit the effectiveness
of the statement as to a person not a partner.
(f) A statement will be filed as a supplement to any limited liability partnership registration
on file, or if no registration has been filed, as a supplement to any assumed name filing for
the partnership pursuant to sections 333.001 to 333.06. If there is neither a limited liability
partnership registration nor an assumed name on file, the person filing the statement must also
file one of the following:
(i) a limited liability partnership statement of qualification on behalf of the partnership; or
(ii) an assumed name filing on behalf of the partners pursuant to sections 333.001 to 333.06.
History: 1997 c 174 art 1 s 5
(a) A statement may be filed in the office of the secretary of state. A certified copy of a
statement that is filed in an office in another state may be filed in the office of the secretary of
state. Either filing has the effect provided in this chapter with respect to partnership property
located in or transactions that occur in this state.
(b) A certified copy of a statement that has been filed and has been recorded has the effect
provided for recorded statements in this chapter. A recorded statement that is not a certified copy
of a statement filed in the office of the secretary of state does not provide knowledge or notice and
does not have the effect provided for recorded statements in this chapter.
(c) A statement filed by a partnership must be executed by at least two partners. Other
statements must be executed by a partner or other person authorized by this chapter. An individual
who executes a statement as, or on behalf of, a partner or other person named as a partner in a
statement shall personally declare under penalty of perjury that the contents of the statement are
accurate.
(d) A person authorized by this chapter to file a statement may amend or cancel the statement
by filing an amendment or cancellation that names the partnership, identifies the statement, and
states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the
statement to every nonfiling partner and to any other person named as a partner in the statement.
Failure to send a copy of a statement to a partner or other person does not limit the effectiveness
of the statement as to a person not a partner.
(f) A statement will be filed as a supplement to any limited liability partnership registration
on file, or if no registration has been filed, as a supplement to any assumed name filing for
the partnership pursuant to sections 333.001 to 333.06. If there is neither a limited liability
partnership registration nor an assumed name on file, the person filing the statement must also
file one of the following:
(i) a limited liability partnership statement of qualification on behalf of the partnership; or
(ii) an assumed name filing on behalf of the partners pursuant to sections 333.001 to 333.06.
History: 1997 c 174 art 1 s 5
Official Publication of the State of Minnesota
Revisor of Statutes