1997 Minnesota Statutes

     323.44 Limited liability partnerships. 

    Subdivision 1.    Requirement of filing; automatic 
 expiration; renewal.  (a) To have the status of a limited 
 liability partnership, a general partnership must have in effect 
 and filed with the secretary of state a registration that 
 complies with this section.  A general partnership's 
 registration establishes the status of a limited liability 
 partnership for one year from the date of filing.  At the end of 
 the one-year period, the registration and the partnership's 
 status as a limited liability partnership expire unless a 
 renewal registration is properly filed with the secretary of 
 state under paragraph (b). 

    (b) The limited liability partnership may file a renewal 
 registration that complies with this section no earlier than 60 
 days before the expiration of the one-year period under 
 paragraph (a).  A proper renewal registration extends the 
 partnership's status as a limited liability partnership for 
 another year, measured from the end of the previous one-year 
 period.  At the end of any renewal period, the renewal 
 registration automatically expires.  A limited liability 
 partnership registration may be renewed for an unlimited number 
 of one-year periods. 

    Subd. 2.    Contents of registration.  A general 
 partnership's registration to obtain or renew the status of a 
 limited liability partnership must contain: 

    (1) the name of the partnership; 

    (2) a statement that the partnership applies to obtain 
 status as a limited liability partnership or to renew that 
 status; 

    (3) an acknowledgment that the status of limited liability 
 partnership will automatically expire, unless the partnership 
 files a proper renewal registration; 

    (4) the street address of the partnership's principal place 
 of business; 

    (5) if the partnership's principal place of business is not 
 located in this state, the name and street address of a person 
 located in this state that the partnership authorizes to act as 
 the partnership's agent for service of process; and 

    (6) the signature of a partner.  

    Subd. 3.    Filing fee.  Each registration, whether 
 original or for renewal, must be accompanied by a fee of $135. 

    Subd. 4.    Authority to file.  A domestic general 
 partnership's decision to file a registration is an ordinary 
 matter under section 323.17, clause (8).  The decision to 
 withdraw or not renew a registration is treated as an act in 
 contravention of an agreement between the partners under section 
 323.17, clause (8). 

    Subd. 5.    Changes in registration information.  If the 
 information contained in a registration becomes inaccurate after 
 the registration is filed, the general partnership must provide 
 accurate information in any subsequently filed renewal 
 registration.  The inaccuracy has no effect on the partnership's 
 status as a limited liability partnership.  

    Subd. 6.    Voluntary withdrawal of status.  A 
 partnership may end its status as a limited liability 
 partnership at any time by filing with the secretary of state a 
 withdrawal statement that names the partnership, states that the 
 partnership is withdrawing its current registration, and 
 acknowledges that the withdrawal ends the partnership's status 
 as a limited liability partnership.  The withdrawal statement 
 must be signed by a partner and may state a delayed effective 
 date, if that date is before the expiration date of the 
 partnership's current registration.  If the withdrawal statement 
 does not state an effective date, the statement is effective 
 when filed. 

    Subd. 7.    Filing after dissolution.  (a) A dissolved 
 limited liability partnership may continue its status as a 
 limited liability partnership through termination either by: 

    (1) continuing to file annual renewal registrations until 
 termination; or 

    (2) filing a final renewal registration that, in addition 
 to providing the information required by subdivision 3: 

    (i) states that the partnership is dissolved and is winding 
 up its affairs; 

    (ii) identifies the cause of the dissolution; and 

    (iii) states that the renewal registration is the final 
 renewal registration and will remain in effect until termination.

    A final renewal registration that complies with clause (2) 
 must not contain the statement required by subdivision 2, clause 
 (3). 

    (b) When the dissolved limited liability partnership has 
 wound up its affairs, it shall file with the secretary of state 
 a termination notice that contains the following information: 

    (1) the name of the limited liability partnership; 

    (2) that the limited liability partnership has dissolved 
 and wound up its affairs; and 

    (3) that the limited liability partnership is terminated. 

    The notice must be signed by one former general partner who 
 has not wrongfully dissolved the partnership.  There is no fee 
 for the termination filing. 

    Subd. 8.    Legal status.  For purposes of holding title 
 to or conveying an interest in real or personal property and for 
 all other purposes except as otherwise provided in this chapter, 
 a partnership formed under this chapter remains the same entity: 

    (1) whether the partnership obtains the status of a limited 
 liability partnership under subdivision 1, paragraph (a); 

    (2) whether the status of the partnership as a limited 
 liability partnership terminates by reason of expiration of 
 registration under subdivision 1, paragraph (b), or by reason of 
 voluntary withdrawal of status under subdivision 6; 

    (3) during dissolution of the partnership; and 

    (4) regardless of whether the words "a limited liability 
 partnership," "a professional limited liability partnership," "a 
 general partnership," or the designation "L.L.P.," "LLP," 
 "P.L.L.P.," or "PLLP" are used in an instrument conveying an 
 interest in real or personal property to or from the partnership 
 or in any other writing. 

    Subd. 9.    Chapter 319B election.  When a limited 
 liability partnership uses chapter 319B to elect professional 
 firm status, rescind that status, or change the specification of 
 professional services required under section 319B.04, the 
 limited liability partnership must file with the secretary of 
 state a notice which: 

    (1) states the election, rescission, or change in 
 specification; 

    (2) has been approved by the limited liability partnership 
 according to its generally applicable governing law, as that 
 term is defined in section 319B.02, subdivision 8; and 

    (3) has been signed on behalf of the limited liability 
 partnership.  

    The fee for filing the document is $35. 

    HIST: 1994 c 539 s 16; 1995 c 58 s 8; 1995 c 128 art 3 s 12-15; 1997 
 c 22 art 2 s 6 

*   NOTE:  This section is repealed by Laws 1997, chapter 174, 
*article 12, section 68, effective January 1, 2002.