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Uniform Limited Partnership Act 2001
Law
Minnesota Statutes
Business, Social, And Charitable Organizations
Uniform Limited Partnership Act 2001
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Section
321.0101
Short Title.
Section
321.0102
Definitions.
Section
321.0103
Knowledge And Notice.
Section
321.0104
Nature, Purpose, And Duration Of Entity.
Section
321.0105
Powers.
Section
321.0106
Governing Law.
Section
321.0107
Supplemental Principles Of Law; Rate Of Interest.
Section
321.0108
Name.
Section
321.0109
Reservation Of Name.
Section
321.0110
Effect Of Partnership Agreement; Nonwaivable Provisions.
Section
321.0111
Required Information.
Section
321.0112
Business Transactions Of Partner With Partnership.
Section
321.0113
Dual Capacity.
Section
321.0114
Office And Agent For Service Of Process.
Section
321.0115
Change Of Designated Office Or Agent For Service Of Process.
Section
321.0116
Resignation Of Agent For Service Of Process.
Section
321.0117
Service Of Process.
Section
321.0118
Consent And Proxies Of Partners.
Section
321.0201
Formation Of Limited Partnership; Certificate Of Limited Partnership.
Section
321.0202
Amendment Or Restatement Of Certificate.
Section
321.0203
Statement Of Termination.
Section
321.0204
Signing Of Records.
Section
321.0205
Signing And Filing Pursuant To Judicial Order.
Section
321.0206
Delivery To And Filing Of Records By Secretary Of State; Effective Time And Date.
Section
321.0207
Correcting Filed Record.
Section
321.0208
Liability For False Information In Filed Record.
Section
321.0210
Annual Renewal For Secretary Of State.
Section
321.0301
Becoming Limited Partner.
Section
321.0302
No Right Or Power As Limited Partner To Bind Limited Partnership.
Section
321.0303
No Liability As Limited Partner For Limited Partnership Obligations.
Section
321.0304
Right Of Limited Partner And Former Limited Partner To Information.
Section
321.0305
Limited Duties Of Limited Partners.
Section
321.0306
Person Erroneously Believing Self To Be Limited Partner.
Section
321.0401
Becoming General Partner.
Section
321.0402
General Partner Agent Of Limited Partnership.
Section
321.0403
Limited Partnership Liable For General Partner's Actionable Conduct.
Section
321.0404
General Partner's Liability.
Section
321.0405
Actions By And Against Partnership And Partners.
Section
321.0406
Management Rights Of General Partner.
Section
321.0407
Right Of General Partner And Former General Partner To Information.
Section
321.0408
General Standards Of General Partner's Conduct.
Section
321.0409
Transfer Of Partnership Property.
Section
321.0501
Form Of Contribution.
Section
321.0502
Liability For Contribution.
Section
321.0503
Sharing Of Distributions.
Section
321.0504
Interim Distributions.
Section
321.0505
No Distribution On Account Of Dissociation.
Section
321.0506
Distribution In Kind.
Section
321.0507
Right To Distribution.
Section
321.0508
Limitations On Distribution.
Section
321.0509
Liability For Improper Distributions.
Section
321.0601
Dissociation As Limited Partner.
Section
321.0602
Effect Of Dissociation As Limited Partner.
Section
321.0603
Dissociation As General Partner.
Section
321.0604
Person's Power To Dissociate As General Partner; Wrongful Dissociation.
Section
321.0605
Effect Of Dissociation As General Partner.
Section
321.0606
Power To Bind And Liability To Limited Partnership Before Dissolution Of Partnership Of Person Dissociated As General Partner.
Section
321.0607
Liability To Other Persons Of Person Dissociated As General Partner.
Section
321.0701
Partner's Transferable Interest.
Section
321.0702
Transfer Of Partner's Transferable Interest.
Section
321.0703
Rights Of Creditor Of Partner Or Transferee.
Section
321.0704
Power Of Estate Of Deceased Partner.
Section
321.0801
Nonjudicial Dissolution.
Section
321.0802
Judicial Dissolution.
Section
321.0803
Winding Up.
Section
321.0804
Power Of General Partner And Person Dissociated As General Partner To Bind Partnership After Dissolution.
Section
321.0805
Liability After Dissolution Of General Partner And Person Dissociated As General Partner To Limited Partnership, Other General Partners, And Persons Dissociated As General Partner.
Section
321.0806
Known Claims Against Dissolved Limited Partnership.
Section
321.0807
Other Claims Against Dissolved Limited Partnerships.
Section
321.0808
Liability Of General Partner And Person Dissociated As General Partner When Claim Against Limited Partnership Barred.
Section
321.0809
Administrative Dissolution.
Section
321.0810
Reinstatement Following Administrative Dissolution Or Revocation.
Section
321.0812
Disposition Of Assets; When Contributions Required.
Section
321.0901
Governing Law.
Section
321.0902
Application For Certificate Of Authority.
Section
321.0903
Activities Not Constituting Transacting Business.
Section
321.0904
Filing Of Certificate Of Authority.
Section
321.0905
Alternate Name; Noncomplying Name Of Foreign Limited Partnership.
Section
321.0906
Revocation Of Certificate Of Authority.
Section
321.0907
Cancellation Of Certificate Of Authority; Effect Of Failure To Have Certificate.
Section
321.0908
Action By Attorney General.
Section
321.0909
Name Changes Filed In Home State.
Section
321.1001
Direct Action By Partner.
Section
321.1002
Derivative Action.
Section
321.1003
Proper Plaintiff.
Section
321.1004
Pleading.
Section
321.1005
Proceeds And Expenses.
Section
321.1101
Definitions.
Section
321.1102
Conversion.
Section
321.1103
Action On Plan Of Conversion By Converting Limited Partnership.
Section
321.1104
Filings Required For Conversion; Effective Date.
Section
321.1105
Effect Of Conversion.
Section
321.1106
Merger.
Section
321.1107
Action On Plan Of Merger By Constituent Limited Partnership.
Section
321.1108
Filings Required For Merger; Effective Date.
Section
321.1109
Effect Of Merger.
Section
321.1110
Restrictions On Approval Of Conversions And Mergers And On Relinquishing Lllp Status.
Section
321.1111
Liability Of General Partner After Conversion Or Merger.
Section
321.1112
Power Of General Partners And Persons Dissociated As General Partners To Bind Organization After Conversion Or Merger.
Section
321.1113
Chapter Not Exclusive.
Section
321.1114
Conflict Relating To Merger Or Conversion.
Section
321.1115
Domestication.
Section
321.1116
Action On Plan Of Domestication By Domesticating Limited Partnership.
Section
321.1117
Filings Required For Domestication; Effective Date.
Section
321.1118
Effect Of Domestication.
Section
321.1119
Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.
Section
321.1201
Uniformity Of Application And Construction.
Section
321.1202
Severability Clause.
Section
321.1203
Relation To Electronic Signatures In Global And National Commerce Act.
Section
321.1206
Application To Existing Relationships.
Section
321.1207
Savings Clause.
Section
321.1208
Effect Of Designation.