§ 321.1101 Definitions
§ 321.1102 Conversion
§ 321.1103 Action On Plan of Conversion by Converting Limited Partnership
§ 321.1104 Filings Required for Conversion; Effective Date
§ 321.1105 Effect of Conversion
§ 321.1106 Merger
§ 321.1107 Action On Plan of Merger by Constituent Limited Partnership
§ 321.1108 Filings Required for Merger; Effective Date
§ 321.1109 Effect of Merger
§ 321.1110 Restrictions On Approval of Conversions and Mergers and On Relinquishing Lllp Status
§ 321.1111 Liability of General Partner After Conversion or Merger
§ 321.1112 Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger
§ 321.1113 Chapter Not Exclusive
§ 321.1114 Conflict Relating to Merger or Conversion
§ 321.1115 Domestication
§ 321.1116 Action On Plan of Domestication by Domesticating Limited Partnership
§ 321.1117 Filings Required for Domestication; Effective Date
§ 321.1118 Effect of Domestication
§ 321.1119 Restrictions On Approval of Mergers, Exchanges, Conversions, and Domestications

Terms Used In Minnesota Statutes > Chapter 321 > ARTICLE 11 - Conversion and Merger

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Mortgagee: The person to whom property is mortgaged and who has loaned the money.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Minnesota Statutes 645.44
  • Personal property: All property that is not real property.
  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • state: extends to and includes the District of Columbia and the several territories. See Minnesota Statutes 645.44
  • Statute: A law passed by a legislature.
  • Tax: means any fee, charge, exaction, or assessment imposed by a governmental entity on an individual, person, entity, transaction, good, service, or other thing. See Minnesota Statutes 645.44
  • Trustee: A person or institution holding and administering property in trust.