1997 Minnesota Statutes

     323.45 Name of limited liability partnerships. 

    Subdivision 1.    Requirements; prohibitions.  The name 
 of a limited liability partnership must meet all of the 
 requirements of section 302A.115, subdivision 1, except that the 
 acceptable words required by section 302A.115, subdivision 1, 
 paragraph (b), are "Limited Liability Partnership" or the 
 abbreviation "LLP." 

    Subd. 2.    Determination.  The secretary of state shall 
 determine whether a name is distinguishable from another name 
 for purposes of this section. 

    Subd. 3.    Contest of registration of name.  A person 
 doing business in this state may contest the subsequent 
 registration of a name with the office of the secretary of state 
 as provided in section 5.22. 

    Subd. 4.    Consent to use of name.  The procedures 
 described in section 302A.115, subdivision 1, paragraph (d), 
 apply to a name registered under this section. 

    Subd. 5.    Failure to use required name.  If a person 
 purports to enter into a contract or other undertaking on behalf 
 of a general partnership that is a domestic or foreign limited 
 liability partnership and does not disclose to the other party 
 that part of the limited liability partnership's name that 
 complies with subdivision 1, then that person is personally 
 liable on the contract or undertaking, unless that person can 
 show that in making the contract or accepting the undertaking 
 the other party did not rely on the partnership being an 
 ordinary general partnership.  Any partner of a domestic or 
 foreign limited liability partnership who consents to a person 
 not making the disclosure described in this subdivision is also 
 personally liable on the contract or undertaking, unless that 
 partner can make the showing described in this subdivision. 

    HIST: 1994 c 539 s 17; 1995 c 58 s 9; 1995 c 128 art 3 s 16,17