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(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

(b) A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of section 323A.0303(d)(1) and, if recorded, is a limitation on authority for the purposes of sections 323A.0303(d)(2) and 323A.0303(e).

(c) For the purposes of sections 323A.0301 and 323A.0804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.

(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in section 323A.0303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

Official Publication of the State of Minnesota
Revisor of Statutes