1998 Minnesota Statutes

     323.49 Foreign limited liability partnerships. 

    Subdivision 1.    Statement of qualification.  Before 
 transacting business in this state, a foreign limited liability 
 partnership must file a statement of qualification as provided 
 in subdivision 3 with the secretary of state.  The statement is 
 effective for one year from the date of filing and may be 
 renewed for successive one-year periods as provided in 
 subdivision 2.  At the end of the one-year period, the statement 
 automatically expires unless a renewal statement is properly 
 filed.  Section 322B.945 applies to determine whether a foreign 
 limited liability partnership is transacting business. 

    Subd. 2.    Renewal.  The foreign limited liability 
 partnership may file a renewal statement that complies with this 
 section no earlier than 60 days before the expiration of the 
 one-year period under subdivision 1.  A proper renewal extends 
 the partnership's status as a foreign limited liability 
 partnership for another one-year period, measured from the end 
 of the previous one-year period.  At the end of any renewal 
 period, the renewal statement automatically expires.  A foreign 
 limited liability partnership's statement may be renewed for an 
 unlimited number of one-year periods. 

    Subd. 3.    Contents of statement of qualification.  A 
 foreign limited liability partnership's statement of 
 qualification and any renewal statement must contain: 

    (1) the name of the partnership, including the limited 
 liability partnership designation used in the home jurisdiction; 

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

    (3) the name and street address of a person located in this 
 state that the partnership has authorized to act as the 
 partnership's agent for service of process; 

    (4) the jurisdiction of organization; and 

    (5) the signature of a partner. 

    The statement or renewal must be accompanied by a 
 certificate of status from the filing officer in the home 
 jurisdiction and a fee of $135. 

    Subd. 4.    Name of foreign limited liability partnership. 
  The name of the foreign limited liability partnership must 
 meet the requirements of section 323.45. 

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

    Subd. 6.    Voluntary withdrawal of status.  A 
 partnership may, at any time, withdraw its statement of 
 qualification by filing with the secretary of state a withdrawal 
 statement that contains the following: 

    (1) the name of the partnership; 

    (2) a statement that the partnership is withdrawing its 
 current statement of qualification; 

    (3) an acknowledgment that the withdrawal ends the 
 partnership's qualification as a foreign limited liability 
 partnership in Minnesota; and 

    (4) the signature of a partner. 

    The withdrawal statement may state a delayed effective 
 date, if that date is before the expiration date of the 
 partnership's current statement of qualification.  If the 
 withdrawal statement does not state an effective date, the 
 statement is effective when filed. 

    Subd. 7.    Transaction of business without qualification. 
  (a) A foreign limited liability partnership transacting 
 business in this state may not maintain any action, suit, or 
 proceeding in any court of this state until it has filed a 
 statement of qualification. 

    (b) The failure of a foreign limited liability partnership 
 to file a statement of qualification does not impair the 
 validity of any contract or act of the foreign limited liability 
 partnership or prevent the foreign limited liability partnership 
 from defending any action, suit, or proceeding in any court of 
 this state. 

    (c) A foreign limited liability partnership, by transacting 
 business in this state without a statement of qualification, 
 appoints the secretary of state as its agent on whom any notice, 
 process, or demand may be served. 

    (d) A partner of a foreign limited liability partnership is 
 not liable for the debts and obligations of the foreign limited 
 liability partnership solely by reason of the foreign limited 
 liability partnership's having transacted business in this state 
 without a valid statement of qualification. 

    Subd. 8.    Transition.  Any foreign limited liability 
 partnership which received a certificate of authority under 
 chapter 322B prior to the effective date of Laws 1995, chapter 
 128, shall be deemed to be in compliance with this section until 
 December 29, 1995.  After that date, a certificate of authority 
 issued under chapter 322B and received by a foreign limited 
 liability partnership shall have no further effect. 

    Subd. 9.    Chapter 319B election.  When a foreign 
 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 foreign 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 foreign 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 foreign limited 
 liability partnership.  

    The fee for filing the document is $35. 

    HIST: 1995 c 128 art 3 s 20; 1997 c 22 art 2 s 7 

*   NOTE:  This section is repealed by Laws 1997, chapter 174, 
*article 12, section 68, as amended by Laws 1998, chapter 262, 
*section 12, effective January 1, 2002.