Minnesota Legislature
Office of the Revisor of Statutes
Minnesota Session Laws - 1995, Regular Session
Key: (1) language to be deleted (2) new language
CHAPTER 58-S.F.No. 1042
An act relating to limited liability organizations;
modifying name requirements; eliminating a filing
requirement; clarifying when debts arise or accrue for
limited liability partnerships; amending Minnesota
Statutes 1994, sections 319A.02, subdivision 7;
319A.07; 319A.08; 322A.02; 322A.72; 322B.12,
subdivision 1; 323.14, by adding a subdivision;
323.44, by adding a subdivision; and 323.45,
subdivision 1.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1. Minnesota Statutes 1994, section 319A.02,
subdivision 7, is amended to read:
Subd. 7. "Corporation" as used in this chapter includes a
limited liability company organized under chapter 322B and a
limited liability partnership. With respect to a limited
liability company, references in this chapter to articles of
incorporation, bylaws, directors, officers, shareholders and
shares of stock shall refer to articles of organization,
operating agreement, governors, managers, members and membership
interests, respectively. With respect to a limited liability
partnership and except as otherwise provided in section 319A.08,
references in this chapter to articles of incorporation and
bylaws refer to partnership agreement; references to directors,
officers, and shareholders refer to partners; and references to
shares of stock refer to partnership interests.
Sec. 2. Minnesota Statutes 1994, section 319A.07, is
amended to read:
319A.07 [CORPORATE NAME.]
The corporate name of any corporation organized under
sections 319A.01 to 319A.22 shall not be used to imply
superiority and, in the case of a corporation, other than a
limited liability company, shall end with the word "Chartered,"
or the word "Limited," or the abbreviation "Ltd.," or the words
"Professional Association," or the abbreviation "P.A." The name
of any limited liability company organized under sections
319A.01 to 319A.22 and chapter 322B shall end with the words
"Professional Limited Liability Company," or the abbreviation
"P.L.C.," or the words "Limited Liability Company," or the
abbreviation "LLC." The name of any limited liability
partnership organized under sections 319A.01 to 319A.22 and
chapter 323 must shall end with the words "Professional Limited
Liability Partnership," or the abbreviation "P.L.L.P.," or the
words "Limited Liability Partnership," or the abbreviation "LLP."
Sec. 3. Minnesota Statutes 1994, section 319A.08, is
amended to read:
319A.08 [PROFESSIONAL REGULATION.]
No professional corporation or foreign professional
corporation shall begin to render professional service in the
state of Minnesota until it has filed with each board having
jurisdiction of professional service of a type which the
corporation is authorized to render a copy of its articles of
incorporation, except that a limited liability company shall
instead file a copy of its articles of organization and a
limited liability partnership shall instead file a copy of its
registration with the secretary of state pursuant to section
323.44. Except as provided in this section, nothing in sections
319A.01 to 319A.22 shall restrict or limit in any manner the
authority or duty of a board with respect to persons rendering
professional service within the jurisdiction of the board, even
if the person is a shareholder, director, officer, employee or
agent of a professional corporation or foreign professional
corporation and renders professional service through such
corporation.
Sec. 4. Minnesota Statutes 1994, section 322A.02, is
amended to read:
322A.02 [NAME.]
(a) The name of each limited partnership as set forth in
its certificate of limited partnership:
(1) shall contain without abbreviation the words "limited
partnership" or the abbreviation "LP";
(2) may not contain the name of a limited partner unless
(i) it is also the name of a general partner or the corporate
name of a corporate general partner, or (ii) the business of the
limited partnership had been carried on under that name before
the admission of that limited partner;
(3) must be distinguishable from the name of a domestic
corporation or limited partnership, whether profit or nonprofit,
or a foreign corporation or limited partnership authorized or
registered to do business in this state, whether profit or
nonprofit, a limited liability company, whether domestic or
foreign, or a name the right to which is reserved or provided
for in the manner provided for in sections 302A.117, 322A.03,
322B.125, or 333.001 to 333.54, unless there is filed with the
certificate a written consent, court decree of prior right, or
affidavit of nonuse, of the kind required by section 302A.115,
subdivision 1, paragraph (d); and
(4) may not contain the following words: corporation,
incorporated.
The secretary of state shall determine whether a name is
"distinguishable" from another name for purposes of this section
and section 322A.03. This section does not abrogate or limit
the law of unfair competition or unfair practices, nor sections
333.001 to 333.54, nor the laws of the United States with
respect to the right to acquire and protect copyrights,
trademarks, service names, service marks, or any other rights to
the exclusive use of names or symbols, nor derogate the common
law or principles of equity.
(b) A person doing business in this state may contest the
subsequent registration of a name with the office of the
secretary of state as provided in section 5.22.
Sec. 5. Minnesota Statutes 1994, section 322A.72, is
amended to read:
322A.72 [NAME.]
(a) A foreign limited partnership may register with the
secretary of state under any name (whether or not it is the name
under which it is registered in its state of organization) that
includes without abbreviation the words "limited partnership" or
the abbreviation "LP" and that could be registered by a domestic
limited partnership.
(b) A person doing business in this state may contest the
subsequent registration of a name with the office of the
secretary of state as provided in section 5.22.
Sec. 6. Minnesota Statutes 1994, section 322B.12,
subdivision 1, is amended to read:
Subdivision 1. [REQUIREMENTS AND PROHIBITIONS.] The
limited liability company name must:
(1) be in the English language or in any other language
expressed in English letters or characters;
(2) contain the words "limited liability company," or must
contain the abbreviation "LLC" or, in the case of an
organization formed pursuant to section 319A.03, must contain
the words "professional limited liability company," or the
abbreviation "PLC" meet the requirements of section 319A.07
applicable to a limited liability company;
(3) not contain the word corporation or incorporated and
must not contain the abbreviation of either or both of these
words;
(4) not contain a word or phrase that indicates or implies
that it is organized for a purpose other than a legal business
purpose; and
(5) be distinguishable upon the records in the office of
the secretary of state from the name of a domestic limited
liability company, corporation, or limited partnership, whether
profit or nonprofit, or a foreign limited liability company,
corporation, or limited partnership authorized or registered to
do business in this state, whether profit or nonprofit, or a
name the right to which is, at the time of organization,
reserved or provided for in sections 302A.117, 317A.117,
322A.03, 322B.125, or 333.001 to 333.54, unless there is filed
with the articles of organization one of the following:
(i) the written consent of the domestic limited liability
company, corporation, or limited partnership or foreign limited
liability company, corporation, or limited partnership
authorized or registered to do business in this state or the
holder of a reserved name or a name filed by or registered with
the secretary of state under sections 333.001 to 333.54 having a
name that is not distinguishable;
(ii) a certified copy of a final decree of a court in this
state establishing the prior right of the applicant to the use
of the name in this state; or
(iii) the applicant's affidavit that the limited liability
company, corporation, or limited partnership with the name that
is not distinguishable has been organized, incorporated, or on
file in this state for at least three years prior to the
affidavit, if it is a domestic limited liability company,
corporation, or limited partnership, or has been authorized or
registered to do business in this state for at least three years
prior to the affidavit, if it is a foreign limited liability
company, corporation, or limited partnership, or that the holder
of a name filed or registered with the secretary of state under
sections 333.001 to 333.54 filed or registered that name at
least three years prior to the affidavit, and has not during the
three-year period filed any document with the secretary of
state; that the applicant has mailed written notice to the
limited liability company, corporation, or limited partnership
or the holder of a name filed or registered with the secretary
of state under sections 333.001 to 333.54 by certified mail,
return receipt requested, properly addressed to the registered
office of the limited liability company or corporation or in
care of the agent of the limited partnership, or the address of
the holder of a name filed or registered with the secretary of
state under sections 333.001 to 333.54, shown in the records of
the secretary of state, that the applicant intends to use a name
that is not distinguishable and the notice has been returned to
the applicant as undeliverable to the addressee limited
liability company, corporation, or limited partnership or holder
of a name filed or registered with the secretary of state under
sections 333.001 to 333.54; that the applicant, after diligent
inquiry, has been unable to find any telephone listing for the
limited liability company, corporation, or limited partnership
with the name that is not distinguishable in the county in which
is located the registered office of the limited liability
company or corporation shown in the records of the secretary of
state or has been unable to find any telephone listing for the
holder of a name filed or registered with the secretary of state
under sections 333.001 to 333.54 in the county in which is
located the address of the holder shown in the records of the
secretary of state; and that the applicant has no knowledge that
the limited liability company, corporation, or limited
partnership or holder of a name filed or registered with the
secretary of state under sections 333.001 to 333.54 is currently
engaged in business in this state.
Sec. 7. Minnesota Statutes 1994, section 323.14, is
amended by adding a subdivision to read:
Subd. 6. [WHEN DEBTS AND OBLIGATIONS ARISE AND
ACCRUE.] For the purposes of this section and section 323.16:
(a) All partnership debts and obligations under or relating
to a note, contract, or other agreement arise and accrue when
the note, contract, or other agreement is entered into.
(b) An amendment, modification, extension, or renewal of a
note, contract, or other agreement does not affect the time at
which a partnership debt or obligation under or relating to that
note, contract, or other agreement arises and accrues, even as
to a claim that relates to the subject matter of the amendment,
modification, extension, or renewal.
This subdivision does not affect any law, rule, or period
pertaining to any statute of limitations or statute of repose.
Sec. 8. Minnesota Statutes 1994, section 323.44, is
amended by adding a subdivision to read:
Subd. 8. [LEGAL STATUS.] For purposes of holding title to
or conveying an interest in real or personal property and for
all other purposes except as otherwise provided in this chapter,
a partnership formed under this chapter remains the same entity:
(1) whether the partnership obtains the status of a limited
liability partnership under subdivision 1, paragraph (a);
(2) whether the status of the partnership as a limited
liability partnership terminates by reason of expiration of
registration under subdivision 1, paragraph (b), or by reason of
voluntary withdrawal of status under subdivision 6;
(3) during dissolution of the partnership; and
(4) regardless of whether the words "a limited liability
partnership," "a professional limited liability partnership," "a
general partnership," or the designation "L.L.P.," "LLP,"
"P.L.L.P.," or "PLLP" are used in an instrument conveying an
interest in real or personal property to or from the partnership
or in any other writing.
Sec. 9. Minnesota Statutes 1994, section 323.45,
subdivision 1, is amended to read:
Subdivision 1. [REQUIREMENTS; PROHIBITIONS.] The name of a
limited liability partnership must meet all of the requirements
of section 302A.115, subdivision 1, except that the acceptable
words required by section 302A.115, subdivision 2, are "limited
liability partnership" "Limited Liability Partnership" or the
abbreviation "L.L.P." "LLP."
Sec. 10. [EFFECTIVE DATE; APPLICATION.]
Section 7 is effective the day following final enactment
and applies retroactively to all notes, contracts, other
agreements, amendments, modifications, extensions, and renewals
entered into before, on, or after the effective date.
Presented to the governor April 17, 1995
Signed by the governor April 19, 1995, 2:14 p.m.
Official Publication of the State of Minnesota
Revisor of Statutes