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2009 Minnesota Statutes > Title 59 > Chapter 321 - Uniform Limited Partnership Act 2001

Minnesota Statutes > Title 59 > Chapter 321 - Uniform Limited Partnership Act 2001


Current as of: 2009
§ 321.0101Short Title
§ 321.0102Definitions
§ 321.0103Knowledge and Notice
§ 321.0104Nature, Purpose, and Duration of Entity
§ 321.0105Powers
§ 321.0106Governing Law
§ 321.0107Supplemental Principles of Law; Rate of Interest
§ 321.0108Name.
§ 321.0109Reservation of Name
§ 321.0110Effect of Partnership Agreement; Nonwaivable Provisions
§ 321.0111Required Information
§ 321.0112Business Transactions of Partner with Partnership
§ 321.0113Dual Capacity
§ 321.0114Office and Agent for Service of Process
§ 321.0115Change of Designated Office or Agent for Service of Process
§ 321.0116Resignation of Agent for Service of Process
§ 321.0117Service of Process
§ 321.0118Consent and Proxies of Partners
§ 321.0201Formation of Limited Partnership; Certificate of Limited Partnership
§ 321.0202Amendment or Restatement of Certificate
§ 321.0203Statement of Termination
§ 321.0204Signing of Records
§ 321.0205Signing and Filing Pursuant to Judicial Order
§ 321.0206Delivery to and Filing of Records by Secretary of State; Effective Time and Date
§ 321.0207Correcting Filed Record
§ 321.0208Liability for False Information in Filed Record
§ 321.0210Annual Renewal for Secretary of State
§ 321.0301Becoming Limited Partner
§ 321.0302No Right or Power As Limited Partner to Bind Limited Partnership
§ 321.0303No Liability As Limited Partner for Limited Partnership Obligations
§ 321.0304Right of Limited Partner and Former Limited Partner to Information
§ 321.0305Limited Duties of Limited Partners
§ 321.0306Person Erroneously Believing Self to Be Limited Partner
§ 321.0401Becoming General Partner
§ 321.0402General Partner Agent of Limited Partnership
§ 321.0403Limited Partnership Liable for General Partner's Actionable Conduct
§ 321.0404General Partner's Liability
§ 321.0405Actions by and Against Partnership and Partners
§ 321.0406Management Rights of General Partner
§ 321.0407Right of General Partner and Former General Partner to Information
§ 321.0408General Standards of General Partner's Conduct
§ 321.0409Transfer of Partnership Property
§ 321.0501Form of Contribution
§ 321.0502Liability for Contribution
§ 321.0503Sharing of Distributions
§ 321.0504Interim Distributions
§ 321.0505No Distribution on Account of Dissociation
§ 321.0506Distribution in Kind
§ 321.0507Right to Distribution
§ 321.0508Limitations on Distribution
§ 321.0509Liability for Improper Distributions
§ 321.0601Dissociation As Limited Partner
§ 321.0602Effect of Dissociation As Limited Partner
§ 321.0603Dissociation As General Partner
§ 321.0604Person's Power to Dissociate As General Partner; Wrongful Dissociation
§ 321.0605Effect of Dissociation As General Partner
§ 321.0606Power to Bind and Liability to Limited Partnership before Dissolution of Partnership of Person Dissociated As General Partner
§ 321.0607Liability to Other Persons of Person Dissociated As General Partner
§ 321.0701Partner's Transferable Interest
§ 321.0702Transfer of Partner's Transferable Interest
§ 321.0703Rights of Creditor of Partner or Transferee
§ 321.0704Power of Estate of Deceased Partner
§ 321.0801Nonjudicial Dissolution
§ 321.0802Judicial Dissolution
§ 321.0803Winding Up
§ 321.0804Power of General Partner and Person Dissociated As General Partner to Bind Partnership after Dissolution
§ 321.0805Liability after Dissolution of General Partner and Person Dissociated As General Partner to Limited Partnership, Other General Partners, and Persons Dissociated As General Partner
§ 321.0806Known Claims Against Dissolved Limited Partnership
§ 321.0807Other Claims Against Dissolved Limited Partnerships
§ 321.0808Liability of General Partner and Person Dissociated As General Partner When Claim Against Limited Partnership Barred
§ 321.0809Administrative Dissolution
§ 321.0810Reinstatement Following Administrative Dissolution or Revocation
§ 321.0812Disposition of Assets; When Contributions Required
§ 321.0901Governing Law
§ 321.0902Application for Certificate of Authority
§ 321.0903Activities Not Constituting Transacting Business
§ 321.0904Filing of Certificate of Authority
§ 321.0905Noncomplying Name of Foreign Limited Partnership
§ 321.0906Revocation of Certificate of Authority
§ 321.0907Cancellation of Certificate of Authority; Effect of Failure to Have Certificate
§ 321.0908Action by Attorney General
§ 321.0909Name Changes Filed in Home State
§ 321.1001Direct Action by Partner
§ 321.1002Derivative Action
§ 321.1003Proper Plaintiff
§ 321.1004Pleading
§ 321.1005Proceeds and Expenses
§ 321.1101Definitions
§ 321.1102Conversion
§ 321.1103Action on Plan of Conversion by Converting Limited Partnership
§ 321.1104Filings Required for Conversion; Effective Date
§ 321.1105Effect of Conversion
§ 321.1106Merger
§ 321.1107Action on Plan of Merger by Constituent Limited Partnership
§ 321.1108Filings Required for Merger; Effective Date
§ 321.1109Effect of Merger
§ 321.1110Restrictions on Approval of Conversions and Mergers and on Relinquishing Lllp Status
§ 321.1111Liability of General Partner after Conversion or Merger
§ 321.1112Power of General Partners and Persons Dissociated As General Partners to Bind Organization after Conversion or Merger
§ 321.1113Chapter Not Exclusive
§ 321.1114Conflict Relating to Merger or Conversion
§ 321.1201Uniformity of Application and Construction
§ 321.1202Severability Clause
§ 321.1203Relation to Electronic Signatures in Global and National Commerce Act
§ 321.1206Application to Existing Relationships.
§ 321.1207Savings Clause
§ 321.1208Effect of Designation

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