1.1                          A bill for an act 
  1.2             relating to limited partnerships; enacting and 
  1.3             modifying the Uniform Limited Partnership Act of 2001; 
  1.4             providing transitional provisions; making conforming 
  1.5             changes; amending Minnesota Statutes 2002, sections 
  1.6             5.25, subdivision 1; 302A.115, subdivision 1; 
  1.7             308A.121, subdivision 1; 317A.115, subdivision 2; 
  1.8             322B.12, subdivision 1; proposing coding for new law 
  1.9             as Minnesota Statutes, chapter 321; repealing 
  1.10            Minnesota Statutes 2002, sections 322A.01; 322A.02; 
  1.11            322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 
  1.12            322A.12; 322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 
  1.13            322A.18; 322A.19; 322A.24; 322A.25; 322A.26; 322A.27; 
  1.14            322A.28; 322A.31; 322A.32; 322A.33; 322A.34; 322A.35; 
  1.15            322A.38; 322A.39; 322A.40; 322A.41; 322A.45; 322A.46; 
  1.16            322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 322A.52; 
  1.17            322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 
  1.18            322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 
  1.19            322A.72; 322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 
  1.20            322A.79; 322A.80; 322A.81; 322A.82; 322A.85; 322A.86; 
  1.21            322A.87; 322A.88. 
  1.22  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.23                             ARTICLE 1 
  1.24                         GENERAL PROVISIONS 
  1.25     Section 1.  [321.101] [SHORT TITLE.] 
  1.26     This chapter may be cited as the Uniform Limited 
  1.27  Partnership Act 2001. 
  1.28     Sec. 2.  [321.102] [DEFINITIONS.] 
  1.29     In this chapter: 
  1.30     (1) "Certificate of limited partnership" means the 
  1.31  certificate required by section 321.201.  The term includes the 
  1.32  certificate as amended or restated. 
  1.33     (2) "Contribution," except in the phrase "right of 
  2.1   contribution," means any benefit provided by a person to a 
  2.2   limited partnership in order to become a partner or in the 
  2.3   person's capacity as a partner. 
  2.4      (3) "Debtor in bankruptcy" means a person that is the 
  2.5   subject of: 
  2.6      (A) an order for relief under Title 11 of the United States 
  2.7   Code or a comparable order under a successor statute of general 
  2.8   application; or 
  2.9      (B) a comparable order under federal, state, or foreign law 
  2.10  governing insolvency. 
  2.11     (4) "Designated office" means: 
  2.12     (A) with respect to a limited partnership, the office that 
  2.13  the limited partnership is required to designate and maintain 
  2.14  under section 321.114; and 
  2.15     (B) with respect to a foreign limited partnership, its 
  2.16  principal office. 
  2.17     (5) "Distribution" means a transfer of money or other 
  2.18  property from a limited partnership to a partner in the 
  2.19  partner's capacity as a partner or to a transferee on account of 
  2.20  a transferable interest owned by the transferee. 
  2.21     (6) "Foreign limited liability limited partnership" means a 
  2.22  foreign limited partnership whose general partners have limited 
  2.23  liability for the obligations of the foreign limited partnership 
  2.24  under a provision similar to section 321.404(c). 
  2.25     (7) "Foreign limited partnership" means a partnership 
  2.26  formed under the laws of a jurisdiction other than this state 
  2.27  and required by those laws to have one or more general partners 
  2.28  and one or more limited partners.  The term includes a foreign 
  2.29  limited liability limited partnership. 
  2.30     (8) "General partner" means: 
  2.31     (A) with respect to a limited partnership, a person that: 
  2.32     (i) becomes a general partner under section 321.401; or 
  2.33     (ii) was a general partner in a limited partnership when 
  2.34  the limited partnership became subject to this chapter under 
  2.35  section 321.1206(b), (c), or (f); and 
  2.36     (B) with respect to a foreign limited partnership, a person 
  3.1   that has rights, powers, and obligations similar to those of a 
  3.2   general partner in a limited partnership. 
  3.3      (9) "Limited liability limited partnership," except in the 
  3.4   phrases "foreign limited liability limited partnership" and 
  3.5   "limited partnership that is a limited liability limited 
  3.6   partnership under section 322A.88," means: 
  3.7      (A) a limited partnership whose certificate of limited 
  3.8   partnership states that the limited partnership is a limited 
  3.9   liability limited partnership; or 
  3.10     (B) a limited partnership that: 
  3.11     (i) became subject to this chapter under section 
  3.12  321.1206(b), (c), or (f); 
  3.13     (ii) immediately before becoming subject to this chapter 
  3.14  was a limited liability limited partnership under section 
  3.15  322A.88; and 
  3.16     (iii) since becoming subject to this chapter has not 
  3.17  amended its certificate of limited partnership to state that it 
  3.18  is not a limited liability limited partnership. 
  3.19     (10) "Limited partner" means: 
  3.20     (A) with respect to a limited partnership, a person that: 
  3.21     (i) becomes a limited partner under section 321.301; or 
  3.22     (ii) was a limited partner in a limited partnership when 
  3.23  the limited partnership became subject to this chapter under 
  3.24  section 321.1206(b), (c), or (f); and 
  3.25     (B) with respect to a foreign limited partnership, a person 
  3.26  that has rights, powers, and obligations similar to those of a 
  3.27  limited partner in a limited partnership. 
  3.28     (11) "Limited partnership," except in the phrases "foreign 
  3.29  limited partnership," "foreign limited liability limited 
  3.30  partnership," "limited partnership formed under chapter 322," 
  3.31  "limited partnership formed under chapter 322A," and "limited 
  3.32  partnership that is a limited liability limited partnership 
  3.33  under chapter 322A," means an entity, having one or more general 
  3.34  partners and one or more limited partners, which is formed under 
  3.35  this chapter by two or more persons or becomes subject to this 
  3.36  chapter under article 11 or section 321.1206(b), (c), or (f).  
  4.1   The term includes a limited liability limited partnership. 
  4.2      (12) "Partner" means a limited partner or general partner. 
  4.3      (13) "Partnership agreement" means the partners' agreement, 
  4.4   whether oral, implied, in a record, or in any combination, 
  4.5   concerning the limited partnership.  The term includes the 
  4.6   agreement as amended. 
  4.7      (14) "Person" means an individual, corporation, business 
  4.8   trust, estate, trust, partnership, limited liability company, 
  4.9   association, joint venture, government; governmental 
  4.10  subdivision, agency, or instrumentality; public corporation, or 
  4.11  any other legal or commercial entity. 
  4.12     (15) "Person dissociated as a general partner" means a 
  4.13  person dissociated as a general partner of a limited partnership.
  4.14     (16) "Principal office" means the office where the 
  4.15  principal executive office of a limited partnership or foreign 
  4.16  limited partnership is located, whether or not the office is 
  4.17  located in this state. 
  4.18     (17) "Record" means information that is inscribed on a 
  4.19  tangible medium or that is stored in an electronic or other 
  4.20  medium and is retrievable in perceivable form. 
  4.21     (18) "Required information" means the information that a 
  4.22  limited partnership is required to maintain under section 
  4.23  321.111. 
  4.24     (19) "Sign" means: 
  4.25     (A) to execute or adopt a tangible symbol with the present 
  4.26  intent to authenticate a record; or 
  4.27     (B) to attach or logically associate an electronic symbol, 
  4.28  sound, or process to or with a record with the present intent to 
  4.29  authenticate the record. 
  4.30     (20) "State" means a state of the United States, the 
  4.31  District of Columbia, Puerto Rico, the United States Virgin 
  4.32  Islands, or any territory or insular possession subject to the 
  4.33  jurisdiction of the United States. 
  4.34     (21) "Transfer" includes an assignment, conveyance, deed, 
  4.35  bill of sale, lease, mortgage, security interest, encumbrance, 
  4.36  gift, and transfer by operation of law. 
  5.1      (22) "Transferable interest" means a partner's right to 
  5.2   receive distributions. 
  5.3      (23) "Transferee" means a person to which all or part of a 
  5.4   transferable interest has been transferred, whether or not the 
  5.5   transferor is a partner. 
  5.6      Sec. 3.  [321.103] [KNOWLEDGE AND NOTICE.] 
  5.7      (a) A person knows a fact if the person has actual 
  5.8   knowledge of it. 
  5.9      (b) A person has notice of a fact if the person: 
  5.10     (1) knows of it; 
  5.11     (2) has received a notification of it; 
  5.12     (3) has reason to know it exists from all of the facts 
  5.13  known to the person at the time in question; or 
  5.14     (4) has notice of it under subsection (c) or (d). 
  5.15     (c) A certificate of limited partnership on file in the 
  5.16  office of the secretary of state is notice that the partnership 
  5.17  is a limited partnership and the persons designated in the 
  5.18  certificate as general partners are general partners.  Except as 
  5.19  otherwise provided in subsection (d), the certificate is not 
  5.20  notice of any other fact. 
  5.21     (d) A person has notice of: 
  5.22     (1) another person's dissociation as a general partner, 90 
  5.23  days after the effective date of a filed amendment to the 
  5.24  certificate of limited partnership which states that the other 
  5.25  person has dissociated or 90 days after the effective date of a 
  5.26  filed statement of dissociation pertaining to the other person, 
  5.27  whichever occurs first; 
  5.28     (2) a limited partnership's dissolution, 90 days after the 
  5.29  effective date of a filed amendment to the certificate of 
  5.30  limited partnership stating that the limited partnership is 
  5.31  dissolved; 
  5.32     (3) a limited partnership's termination, 90 days after the 
  5.33  effective date of a filed statement of termination; 
  5.34     (4) a limited partnership's conversion under article 11, 90 
  5.35  days after the effective date of the filed articles of 
  5.36  conversion; or 
  6.1      (5) a merger under article 11, 90 days after the effective 
  6.2   date of the filed articles of merger. 
  6.3      (e) A person notifies or gives a notification to another 
  6.4   person by taking steps reasonably required to inform the other 
  6.5   person in ordinary course, whether or not the other person 
  6.6   learns of it. 
  6.7      (f) A person receives a notification when the notification: 
  6.8      (1) comes to the person's attention; or 
  6.9      (2) is delivered at the person's place of business or at 
  6.10  any other place held out by the person as a place for receiving 
  6.11  communications. 
  6.12     (g) Except as otherwise provided in subsection (h), a 
  6.13  person other than an individual knows, has notice, or receives a 
  6.14  notification of a fact for purposes of a particular transaction 
  6.15  when the individual conducting the transaction for the person 
  6.16  knows, has notice, or receives a notification of the fact, or in 
  6.17  any event when the fact would have been brought to the 
  6.18  individual's attention if the person had exercised reasonable 
  6.19  diligence.  A person other than an individual exercises 
  6.20  reasonable diligence if it maintains reasonable routines for 
  6.21  communicating significant information to the individual 
  6.22  conducting the transaction for the person and there is 
  6.23  reasonable compliance with the routines.  Reasonable diligence 
  6.24  does not require an individual acting for the person to 
  6.25  communicate information unless the communication is part of the 
  6.26  individual's regular duties or the individual has reason to know 
  6.27  of the transaction and that the transaction would be materially 
  6.28  affected by the information. 
  6.29     (h) A general partner's knowledge, notice, or receipt of a 
  6.30  notification of a fact relating to the limited partnership is 
  6.31  effective immediately as knowledge of, notice to, or receipt of 
  6.32  a notification by the limited partnership, except in the case of 
  6.33  a fraud on the limited partnership committed by or with the 
  6.34  consent of the general partner.  A limited partner's knowledge, 
  6.35  notice, or receipt of a notification of a fact relating to the 
  6.36  limited partnership is not effective as knowledge of, notice to, 
  7.1   or receipt of a notification by the limited partnership. 
  7.2      Sec. 4.  [321.104] [NATURE, PURPOSE, AND DURATION OF 
  7.3   ENTITY.] 
  7.4      (a) A limited partnership is an entity distinct from its 
  7.5   partners.  A limited partnership is the same entity regardless 
  7.6   of whether its certificate states that the limited partnership 
  7.7   is a limited liability limited partnership. 
  7.8      (b) A limited partnership may be organized under this 
  7.9   chapter for any lawful purpose. 
  7.10     (c) A limited partnership has a perpetual duration. 
  7.11     Sec. 5.  [321.105] [POWERS.] 
  7.12     A limited partnership has the powers to do all things 
  7.13  necessary or convenient to carry on its activities, including 
  7.14  the power to sue, be sued, and defend in its own name and to 
  7.15  maintain an action against a partner for harm caused to the 
  7.16  limited partnership by a breach of the partnership agreement or 
  7.17  violation of a duty to the partnership. 
  7.18     Sec. 6.  [321.106] [GOVERNING LAW.] 
  7.19     The law of this state governs relations among the partners 
  7.20  of a limited partnership and between the partners and the 
  7.21  limited partnership and the liability of partners as partners 
  7.22  for an obligation of the limited partnership. 
  7.23     Sec. 7.  [321.107] [SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF 
  7.24  INTEREST.] 
  7.25     (a) Unless displaced by particular provisions of this 
  7.26  chapter, the principles of law and equity supplement this 
  7.27  chapter. 
  7.28     (b) If an obligation to pay interest arises under this 
  7.29  chapter and the rate is not specified, the rate is that 
  7.30  specified in section 334.01. 
  7.31     Sec. 8.  [321.108] [NAME.] 
  7.32     (a) The name of a limited partnership may contain the name 
  7.33  of any partner. 
  7.34     (b) The name of a limited partnership that is not a limited 
  7.35  liability limited partnership must contain the phrase "limited 
  7.36  partnership" or the abbreviation "L.P." or "LP" and may not 
  8.1   contain the phrase "limited liability limited partnership" or 
  8.2   the abbreviation "LLLP" or "L.L.L.P." 
  8.3      (c) Except as provided in section 321.1206(d)(1), the name 
  8.4   of a limited liability limited partnership must contain the 
  8.5   phrase "limited liability limited partnership" or the 
  8.6   abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain 
  8.7   the abbreviation "L.P." or "LP." 
  8.8      (d) The limited partnership name shall not contain a word 
  8.9   or phrase that indicates or implies that it is formed for a 
  8.10  purpose other than a legal purpose. 
  8.11     (e) The limited partnership name shall be distinguishable 
  8.12  upon the records in the Office of the Secretary of State from 
  8.13  the name of each domestic corporation, limited partnership, 
  8.14  limited liability partnership, and limited liability company, 
  8.15  whether profit or nonprofit, and each foreign corporation, 
  8.16  limited partnership, limited liability partnership, and limited 
  8.17  liability company authorized or registered to do business in 
  8.18  this state, whether profit or nonprofit, and each name the right 
  8.19  to which is, at the time of formation, reserved as provided for 
  8.20  in sections 302A.117, 322A.03, 322B.125, or 333.001 to 333.54, 
  8.21  unless there is filed with the certificate of limited 
  8.22  partnership one of the following: 
  8.23     (1) the written consent of the domestic corporation, 
  8.24  limited partnership, limited liability partnership, or limited 
  8.25  liability company, or the foreign corporation, limited 
  8.26  partnership, limited liability partnership, or limited liability 
  8.27  company authorized or registered to do business in this state or 
  8.28  the holder of a reserved name or a name filed by or registered 
  8.29  with the secretary of state under sections 333.001 to 333.54 
  8.30  having a name that is not distinguishable; 
  8.31     (2) a certified copy of a final decree of a court in this 
  8.32  state establishing the prior right of the applicant to the use 
  8.33  of the name in this state; or 
  8.34     (3) the applicant's affidavit that the corporation, limited 
  8.35  partnership, or limited liability company with the name that is 
  8.36  not distinguishable has been incorporated or on file in this 
  9.1   state for at least three years prior to the affidavit, if it is 
  9.2   a domestic corporation, limited partnership, or limited 
  9.3   liability company, or has been authorized or registered to do 
  9.4   business in this state for at least three years prior to the 
  9.5   affidavit, if it is a foreign corporation, limited partnership, 
  9.6   or limited liability company, or that the holder of a name filed 
  9.7   or registered with the secretary of state under sections 333.001 
  9.8   to 333.54 filed or registered that name at least three years 
  9.9   prior to the affidavit; that the corporation, limited 
  9.10  partnership, or limited liability company or holder has not 
  9.11  during the three-year period before the affidavit filed any 
  9.12  document with the secretary of state; that the applicant has 
  9.13  mailed written notice to the corporation, limited partnership, 
  9.14  or limited liability company or the holder of a name filed or 
  9.15  registered with the secretary of state under sections 333.001 to 
  9.16  333.54 by certified mail, return receipt requested, properly 
  9.17  addressed to the registered office of the corporation or limited 
  9.18  liability company or in care of the agent of the limited 
  9.19  partnership, or the address of the holder of a name filed or 
  9.20  registered with the secretary of state under sections 333.001 to 
  9.21  333.54, shown in the records of the secretary of state, stating 
  9.22  that the applicant intends to use a name that is not 
  9.23  distinguishable and the notice has been returned to the 
  9.24  applicant as undeliverable to the addressee corporation, limited 
  9.25  partnership, limited liability company, or holder of a name 
  9.26  filed or registered with the secretary of state under sections 
  9.27  333.001 to 333.54; that the applicant, after diligent inquiry, 
  9.28  has been unable to find any telephone listing for the 
  9.29  corporation, limited partnership, or limited liability company 
  9.30  with the name that is not distinguishable in the county in which 
  9.31  is located the registered office of the corporation, limited 
  9.32  partnership, or limited liability company shown in the records 
  9.33  of the secretary of state or has been unable to find any 
  9.34  telephone listing for the holder of a name filed or registered 
  9.35  with the secretary of state under sections 333.001 to 333.54 in 
  9.36  the county in which is located the address of the holder shown 
 10.1   in the records of the secretary of state; and that the applicant 
 10.2   has no knowledge that the corporation, limited partnership, 
 10.3   limited liability company, or holder of a name filed or 
 10.4   registered with the secretary of state under sections 333.001 to 
 10.5   333.54 is currently engaged in business in this state. 
 10.6      (f) The secretary of state shall determine whether a name 
 10.7   is distinguishable from another name for purposes of this 
 10.8   section and section 321.109. 
 10.9      (g) This section and section 321.109 do not abrogate or 
 10.10  limit the law of unfair competition or unfair practices; nor 
 10.11  sections 333.001 to 333.54; nor the laws of the United States 
 10.12  with respect to the right to acquire and protect copyrights, 
 10.13  trade names, trademarks, service names, service marks, or any 
 10.14  other rights to the exclusive use of names or symbols; nor 
 10.15  derogate the common law or the principles of equity. 
 10.16     (h) A limited partnership that is the surviving 
 10.17  organization in a merger with one or more other organizations, 
 10.18  or that is formed by the reorganization of one or more 
 10.19  organizations, or that acquires by sale, lease, or other 
 10.20  disposition to or exchange with an organization all or 
 10.21  substantially all of the assets of another organization, 
 10.22  including its name, may have the same name as that used in this 
 10.23  state by any of the other organizations, if the other 
 10.24  organization whose name is sought to be used was organized under 
 10.25  the laws of, or is authorized to transact business in, this 
 10.26  state. 
 10.27     (i) The use of a name by a limited partnership in violation 
 10.28  of this section does not affect or vitiate its existence, but a 
 10.29  court in this state may, upon application of the state or of a 
 10.30  person interested or affected, enjoin the limited partnership 
 10.31  from doing business under a name assumed in violation of this 
 10.32  section, although its certificate of limited partnership may 
 10.33  have been filed with the secretary of state and a certificate of 
 10.34  formation issued. 
 10.35     (j) A person doing business in this state may contest the 
 10.36  subsequent registration of a name with the Office of the 
 11.1   Secretary of State as provided in section 5.22. 
 11.2      Sec. 9.  [321.109] [RESERVATION OF NAME.] 
 11.3      (a) The exclusive right to the use of a limited partnership 
 11.4   name otherwise permitted by section 321.108 may be reserved by: 
 11.5      (1) a person doing business in this state under that name; 
 11.6      (2) a person intending to form a limited partnership under 
 11.7   this chapter; 
 11.8      (3) a limited partnership intending to change its name; 
 11.9      (4) a foreign limited partnership intending to make 
 11.10  application for a certificate of authority to transact business 
 11.11  in this state; 
 11.12     (5) a foreign limited partnership authorized to transact 
 11.13  business in this state and intending to change its name; 
 11.14     (6) a person intending to form a limited partnership in 
 11.15  another state and intending to have the foreign limited 
 11.16  partnership make application for a certificate of authority to 
 11.17  transact business in this state; 
 11.18     (7) a foreign limited partnership formed under a name that 
 11.19  does not comply with section 321.108(b) or (c), but the name 
 11.20  reserved under this paragraph may differ from the foreign 
 11.21  limited partnership's name only to the extent necessary to 
 11.22  comply with section 321.108(b) and (c); or 
 11.23     (8) a foreign limited partnership doing business under that 
 11.24  name or a name not distinguishable from that name in one or more 
 11.25  states other than this state and not described in clause (4), 
 11.26  (5), (6), or (7). 
 11.27     (b) The reservation shall be made by delivering for filing 
 11.28  with the secretary of state a request that the name be 
 11.29  reserved.  If the name is available for use by the applicant, 
 11.30  the secretary of state shall reserve the name for the exclusive 
 11.31  use of the applicant for a period of 12 months.  The reservation 
 11.32  may be renewed for successive 12-month periods. 
 11.33     (c) The right to the exclusive use of a limited partnership 
 11.34  name reserved pursuant to this section may be transferred to 
 11.35  another person by or on behalf of the applicant for whom the 
 11.36  name was reserved by delivering for filing with the secretary of 
 12.1   state a notice of the transfer and specifying the name and 
 12.2   address of the transferee. 
 12.3      Sec. 10.  [321.110] [EFFECT OF PARTNERSHIP AGREEMENT; 
 12.4   NONWAIVABLE PROVISIONS.] 
 12.5      (a) Except as otherwise provided in subsection (b), the 
 12.6   partnership agreement governs relations among the partners and 
 12.7   between the partners and the partnership.  To the extent the 
 12.8   partnership agreement does not otherwise provide, this chapter 
 12.9   governs relations among the partners and between the partners 
 12.10  and the partnership. 
 12.11     (b) A partnership agreement may not: 
 12.12     (1) vary a limited partnership's power under section 
 12.13  321.105 to sue, be sued, and defend in its own name; 
 12.14     (2) vary the law applicable to a limited partnership under 
 12.15  section 321.106; 
 12.16     (3) vary the requirements of section 321.204; 
 12.17     (4) vary the information required under section 321.111 or 
 12.18  unreasonably restrict the right to information under section 
 12.19  321.304 or 321.407, but the partnership agreement may impose 
 12.20  reasonable restrictions on the availability and use of 
 12.21  information obtained under those sections and may define 
 12.22  appropriate remedies, including liquidated damages, for a breach 
 12.23  of any reasonable restriction on use; 
 12.24     (5) eliminate the duty of loyalty under section 321.408, 
 12.25  but the partnership agreement may: 
 12.26     (A) identify specific types or categories of activities 
 12.27  that do not violate the duty of loyalty, if not manifestly 
 12.28  unreasonable; and 
 12.29     (B) specify the number or percentage of partners which may 
 12.30  authorize or ratify, after full disclosure to all partners of 
 12.31  all material facts, a specific act or transaction that otherwise 
 12.32  would violate the duty of loyalty; 
 12.33     (6) unreasonably reduce the duty of care under section 
 12.34  321.408(c); 
 12.35     (7) eliminate the obligation of good faith and fair dealing 
 12.36  under sections 321.305(b) and 321.408(d), but the partnership 
 13.1   agreement may prescribe the standards by which the performance 
 13.2   of the obligation is to be measured, if the standards are not 
 13.3   manifestly unreasonable; 
 13.4      (8) vary the power of a person to dissociate as a general 
 13.5   partner under section 321.604(a) except to require that the 
 13.6   notice under section 321.603(1) be in a record; 
 13.7      (9) vary the power of a court to decree dissolution in the 
 13.8   circumstances specified in section 321.802; 
 13.9      (10) vary the requirement to wind up the partnership's 
 13.10  business as specified in section 321.803; 
 13.11     (11) unreasonably restrict the right to maintain an action 
 13.12  under article 10; 
 13.13     (12) restrict the right of a partner under section 
 13.14  321.1110(a) to approve a conversion or merger or the right of a 
 13.15  general partner under section 321.1110(b) to consent to an 
 13.16  amendment to the certificate of limited partnership which 
 13.17  deletes a statement that the limited partnership is a limited 
 13.18  liability limited partnership; or 
 13.19     (13) restrict rights under this chapter of a person other 
 13.20  than a partner or a transferee. 
 13.21     Sec. 11.  [321.111] [REQUIRED INFORMATION.] 
 13.22     A limited partnership shall maintain at its designated 
 13.23  office the following information: 
 13.24     (1) a current list showing the full name and last known 
 13.25  street and mailing address of each partner, separately 
 13.26  identifying the general partners, in alphabetical order, and the 
 13.27  limited partners, in alphabetical order; 
 13.28     (2) a copy of the initial certificate of limited 
 13.29  partnership and all amendments to and restatements of the 
 13.30  certificate, together with signed copies of any powers of 
 13.31  attorney under which any certificate, amendment, or restatement 
 13.32  has been signed; 
 13.33     (3) a copy of any filed articles of conversion or merger; 
 13.34     (4) a copy of the limited partnership's federal, state, and 
 13.35  local income tax returns and reports, if any, for the three most 
 13.36  recent years; 
 14.1      (5) a copy of any partnership agreement made in a record 
 14.2   and any amendment made in a record to any partnership agreement; 
 14.3      (6) a copy of any financial statement of the limited 
 14.4   partnership for the three most recent years; 
 14.5      (7) a copy of the three most recent annual reports 
 14.6   delivered by the limited partnership to the secretary of state 
 14.7   pursuant to section 321.210; 
 14.8      (8) a copy of any record made by the limited partnership 
 14.9   during the past three years of any consent given by or vote 
 14.10  taken of any partner pursuant to this chapter or the partnership 
 14.11  agreement; and 
 14.12     (9) unless contained in a partnership agreement made in a 
 14.13  record, a record stating: 
 14.14     (A) the amount of cash, and a description and statement of 
 14.15  the agreed value of the other benefits, contributed and agreed 
 14.16  to be contributed by each partner; 
 14.17     (B) the times at which, or events on the happening of 
 14.18  which, any additional contributions agreed to be made by each 
 14.19  partner are to be made; 
 14.20     (C) for any person that is both a general partner and a 
 14.21  limited partner, a specification of what transferable interest 
 14.22  the person owns in each capacity; and 
 14.23     (D) any events upon the happening of which the limited 
 14.24  partnership is to be dissolved and its activities wound up. 
 14.25     Sec. 12.  [321.112] [BUSINESS TRANSACTIONS OF PARTNER WITH 
 14.26  PARTNERSHIP.] 
 14.27     A partner may lend money to and transact other business 
 14.28  with the limited partnership and has the same rights and 
 14.29  obligations with respect to the loan or other transaction as a 
 14.30  person that is not a partner. 
 14.31     Sec. 13.  [321.113] [DUAL CAPACITY.] 
 14.32     A person may be both a general partner and a limited 
 14.33  partner.  A person that is both a general and limited partner 
 14.34  has the rights, powers, duties, and obligations provided by this 
 14.35  chapter and the partnership agreement in each of those 
 14.36  capacities.  When the person acts as a general partner, the 
 15.1   person is subject to the obligations, duties and restrictions 
 15.2   under this chapter and the partnership agreement for general 
 15.3   partners.  When the person acts as a limited partner, the person 
 15.4   is subject to the obligations, duties and restrictions under 
 15.5   this chapter and the partnership agreement for limited partners. 
 15.6      Sec. 14.  [321.114] [OFFICE AND AGENT FOR SERVICE OF 
 15.7   PROCESS.] 
 15.8      (a) A limited partnership shall designate and continuously 
 15.9   maintain in this state: 
 15.10     (1) an office, which need not be a place of its activity in 
 15.11  this state; and 
 15.12     (2) an agent for service of process. 
 15.13     (b) A foreign limited partnership shall designate and 
 15.14  continuously maintain in this state an agent for service of 
 15.15  process. 
 15.16     (c) An agent for service of process of a limited 
 15.17  partnership or foreign limited partnership must be an individual 
 15.18  who is a resident of this state or other person authorized to do 
 15.19  business in this state. 
 15.20     Sec. 15.  [321.115] [CHANGE OF DESIGNATED OFFICE OR AGENT 
 15.21  FOR SERVICE OF PROCESS.] 
 15.22     (a) In order to change its designated office, agent for 
 15.23  service of process, or the address of its agent for service of 
 15.24  process, a limited partnership or a foreign limited partnership 
 15.25  may deliver to the secretary of state for filing a statement of 
 15.26  change containing: 
 15.27     (1) the name of the limited partnership or foreign limited 
 15.28  partnership; 
 15.29     (2) if the current designated office is to be changed, the 
 15.30  street and mailing address of the new designated office; and 
 15.31     (3) if the current agent for service of process or an 
 15.32  address of the agent is to be changed, the new information. 
 15.33     (b) Subject to section 321.206(c), a statement of change is 
 15.34  effective when filed by the secretary of state. 
 15.35     Sec. 16.  [321.116] [RESIGNATION OF AGENT FOR SERVICE OF 
 15.36  PROCESS.] 
 16.1      Subdivision 1.  [RESIGNATION OF AGENT.] An agent of a 
 16.2   limited partnership or a foreign limited partnership may resign 
 16.3   by delivering for filing with the secretary of state a signed 
 16.4   written notice of resignation, including a statement that a 
 16.5   signed copy of the notice has been given to the limited 
 16.6   partnership at its principal office or to a legal representative 
 16.7   of the limited partnership.  The appointment of the agent 
 16.8   terminates 30 days after the notice is filed by the secretary of 
 16.9   state. 
 16.10     Subd. 2.  [CHANGE OF BUSINESS ADDRESS OR NAME OF AGENT.] If 
 16.11  the business address or name of an agent changes, the agent 
 16.12  shall change the address of the designated office or the name of 
 16.13  the agent, as the case may be, of each limited partnership or 
 16.14  foreign limited partnership represented by that agent by 
 16.15  delivering for filing with the secretary of state a change of 
 16.16  designated office statement signed by the agent, stating that a 
 16.17  copy of the statement has been mailed to each of those limited 
 16.18  partnerships or foreign limited partnerships or to the legal 
 16.19  representative of each of those limited partnerships or foreign 
 16.20  limited partnerships. 
 16.21     Sec. 17.  [321.117] [SERVICE OF PROCESS.] 
 16.22     A process, notice, or demand required or permitted by law 
 16.23  to be served may be served as provided in section 5.25. 
 16.24     Sec. 18.  [321.118] [CONSENT AND PROXIES OF PARTNERS.] 
 16.25     Action requiring the consent of partners under this chapter 
 16.26  may be taken without a meeting, and a partner may appoint a 
 16.27  proxy to consent or otherwise act for the partner by signing an 
 16.28  appointment record, either personally or by the partner's 
 16.29  attorney in fact. 
 16.30                             ARTICLE 2 
 16.31           FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP 
 16.32                         AND OTHER FILINGS 
 16.33     Sec. 19.  [321.201] [FORMATION OF LIMITED PARTNERSHIP; 
 16.34  CERTIFICATE OF LIMITED PARTNERSHIP.] 
 16.35     (a) In order for a limited partnership to be formed, a 
 16.36  certificate of limited partnership must be delivered to the 
 17.1   secretary of state for filing.  The certificate must state: 
 17.2      (1) the name of the limited partnership, which must comply 
 17.3   with section 321.108; 
 17.4      (2) the street and mailing address of the initial 
 17.5   designated office and the name and street and mailing address of 
 17.6   the initial agent for service of process; 
 17.7      (3) the name and the street and mailing address of each 
 17.8   general partner; 
 17.9      (4) whether the limited partnership is a limited liability 
 17.10  limited partnership; and 
 17.11     (5) any additional information required by article 11. 
 17.12     (b) A certificate of limited partnership may also contain 
 17.13  any other matters but may not vary or otherwise affect the 
 17.14  provisions specified in section 321.110(b) in a manner 
 17.15  inconsistent with that section. 
 17.16     (c) If there has been substantial compliance with 
 17.17  subsection (a), subject to section 321.206(c) a limited 
 17.18  partnership is formed when the secretary of state files the 
 17.19  certificate of limited partnership. 
 17.20     (d) Subject to subsection (b), if any provision of a 
 17.21  partnership agreement is inconsistent with the filed certificate 
 17.22  of limited partnership or with a filed statement of 
 17.23  dissociation, termination, or change or filed articles of 
 17.24  conversion or merger: 
 17.25     (1) the partnership agreement prevails as to partners and 
 17.26  transferees; and 
 17.27     (2) the filed certificate of limited partnership, statement 
 17.28  of dissociation, termination, or change or articles of 
 17.29  conversion or merger prevail as to persons, other than partners 
 17.30  and transferees, that reasonably rely on the filed record to 
 17.31  their detriment. 
 17.32     Sec. 20.  [321.202] [AMENDMENT OR RESTATEMENT OF 
 17.33  CERTIFICATE.] 
 17.34     (a) In order to amend its certificate of limited 
 17.35  partnership, a limited partnership must deliver to the secretary 
 17.36  of state for filing an amendment or, pursuant to article 11, 
 18.1   articles of merger stating: 
 18.2      (1) the name of the limited partnership; 
 18.3      (2) the date of filing of its initial certificate; and 
 18.4      (3) the changes the amendment makes to the certificate as 
 18.5   most recently amended or restated. 
 18.6      (b) A limited partnership shall promptly deliver to the 
 18.7   secretary of state for filing an amendment to a certificate of 
 18.8   limited partnership to reflect: 
 18.9      (1) the admission of a new general partner; 
 18.10     (2) the dissociation of a person as a general partner; or 
 18.11     (3) the appointment of a person to wind up the limited 
 18.12  partnership's activities under section 321.803(c) or (d). 
 18.13     (c) A general partner that knows that any information in a 
 18.14  filed certificate of limited partnership was false when the 
 18.15  certificate was filed or has become false due to changed 
 18.16  circumstances shall promptly: 
 18.17     (1) cause the certificate to be amended; or 
 18.18     (2) if appropriate, deliver to the secretary of state for 
 18.19  filing a statement of change pursuant to section 321.115 or a 
 18.20  statement of correction pursuant to section 321.207. 
 18.21     (d) A certificate of limited partnership may be amended at 
 18.22  any time for any other proper purpose as determined by the 
 18.23  limited partnership. 
 18.24     (e) A restated certificate of limited partnership may be 
 18.25  delivered to the secretary of state for filing in the same 
 18.26  manner as an amendment. 
 18.27     (f) Subject to section 321.206(c), an amendment or restated 
 18.28  certificate is effective when filed by the secretary of state. 
 18.29     Sec. 21.  [321.203] [STATEMENT OF TERMINATION.] 
 18.30     A dissolved limited partnership that has completed winding 
 18.31  up may deliver to the secretary of state for filing a statement 
 18.32  of termination that states: 
 18.33     (1) the name of the limited partnership; 
 18.34     (2) the date of filing of its initial certificate of 
 18.35  limited partnership; and 
 18.36     (3) any other information as determined by the general 
 19.1   partners filing the statement or by a person appointed pursuant 
 19.2   to section 321.803(c) or (d). 
 19.3      Sec. 22.  [321.204] [SIGNING OF RECORDS.] 
 19.4      (a) Each record delivered to the secretary of state for 
 19.5   filing pursuant to this chapter must be signed in the following 
 19.6   manner: 
 19.7      (1) An initial certificate of limited partnership must be 
 19.8   signed by all general partners listed in the certificate. 
 19.9      (2) An amendment adding or deleting a statement that the 
 19.10  limited partnership is a limited liability limited partnership 
 19.11  must be signed by all general partners listed in the certificate.
 19.12     (3) An amendment designating as general partner a person 
 19.13  admitted under section 321.801(3)(B) following the dissociation 
 19.14  of a limited partnership's last general partner must be signed 
 19.15  by that person. 
 19.16     (4) An amendment required by section 321.803(c) following 
 19.17  the appointment of a person to wind up the dissolved limited 
 19.18  partnership's activities must be signed by that person. 
 19.19     (5) Any other amendment must be signed by: 
 19.20     (A) at least one general partner listed in the certificate; 
 19.21     (B) each other person designated in the amendment as a new 
 19.22  general partner; and 
 19.23     (C) each person that the amendment indicates has 
 19.24  dissociated as a general partner, unless: 
 19.25     (i) the person is deceased or a guardian or general 
 19.26  conservator has been appointed for the person and the amendment 
 19.27  so states; or 
 19.28     (ii) the person has previously delivered to the secretary 
 19.29  of state for filing a statement of dissociation. 
 19.30     (6) A restated certificate of limited partnership must be 
 19.31  signed by at least one general partner listed in the 
 19.32  certificate, and, to the extent the restated certificate effects 
 19.33  a change under any other paragraph of this subsection, the 
 19.34  certificate must be signed in a manner that satisfies that 
 19.35  paragraph. 
 19.36     (7) A statement of termination must be signed by all 
 20.1   general partners listed in the certificate or, if the 
 20.2   certificate of a dissolved limited partnership lists no general 
 20.3   partners, by the person appointed pursuant to section 321.803(c) 
 20.4   or (d) to wind up the dissolved limited partnership's activities.
 20.5      (8) Articles of conversion must be signed by each general 
 20.6   partner listed in the certificate of limited partnership. 
 20.7      (9) Articles of merger must be signed as provided in 
 20.8   section 321.1108(a). 
 20.9      (10) Any other record delivered on behalf of a limited 
 20.10  partnership to the secretary of state for filing must be signed 
 20.11  by at last one general partner listed in the certificate. 
 20.12     (11) A statement by a person pursuant to section 
 20.13  321.605(a)(4) stating that the person has dissociated as a 
 20.14  general partner must be signed by that person. 
 20.15     (12) A statement of withdrawal by a person pursuant to 
 20.16  section 321.306 must be signed by that person. 
 20.17     (13) A record delivered on behalf of a foreign limited 
 20.18  partnership to the secretary of state for filing must be signed 
 20.19  by at least one general partner of the foreign limited 
 20.20  partnership. 
 20.21     (14) Any other record delivered on behalf of any person to 
 20.22  the secretary of state for filing must be signed by that person. 
 20.23     (b) Any person may sign by an attorney in fact any record 
 20.24  to be filed pursuant to this chapter. 
 20.25     Sec. 23.  [321.205] [SIGNING AND FILING PURSUANT TO 
 20.26  JUDICIAL ORDER.] 
 20.27     (a) If a person required by this chapter to sign a record 
 20.28  or deliver a record to the secretary of state for filing does 
 20.29  not do so, any other person that is aggrieved may petition the 
 20.30  district court to order: 
 20.31     (1) the person to sign the record; 
 20.32     (2) deliver the record to the secretary of state for 
 20.33  filing; or 
 20.34     (3) the secretary of state to file the record unsigned. 
 20.35     (b) If the person aggrieved under subsection (a) is not the 
 20.36  limited partnership or foreign limited partnership to which the 
 21.1   record pertains, the aggrieved person shall make the limited 
 21.2   partnership or foreign limited partnership a party to the 
 21.3   action.  A person aggrieved under subsection (a) may seek the 
 21.4   remedies provided in subsection (a) in the same action in 
 21.5   combination or in the alternative. 
 21.6      (c) A record filed unsigned pursuant to this section is 
 21.7   effective without being signed. 
 21.8      Sec. 24.  [321.206] [DELIVERY TO AND FILING OF RECORDS BY 
 21.9   SECRETARY OF STATE; EFFECTIVE TIME AND DATE.] 
 21.10     (a) A record authorized or required to be delivered to the 
 21.11  secretary of state for filing under this chapter must be 
 21.12  captioned to describe the record's purpose, be in a medium 
 21.13  permitted by the secretary of state, and be delivered to the 
 21.14  secretary of state.  Unless the secretary of state determines 
 21.15  that a record does not comply with the filing requirements of 
 21.16  this chapter, and if the appropriate filing fees have been paid, 
 21.17  the secretary of state shall file the record and: 
 21.18     (1) for a statement of dissociation, send: 
 21.19     (A) a copy of the filed statement to the person which the 
 21.20  statement indicates has dissociated as a general partner; and 
 21.21     (B) a copy of the filed statement to the limited 
 21.22  partnership; 
 21.23     (2) for a statement of withdrawal, send: 
 21.24     (A) a copy of the filed statement to the person on whose 
 21.25  behalf the record was filed; and 
 21.26     (B) if the statement refers to an existing limited 
 21.27  partnership, a copy of the filed statement to the limited 
 21.28  partnership; and 
 21.29     (3) for all other records, send a copy of the filed record 
 21.30  to the person on whose behalf the record was filed. 
 21.31     (b) Upon request and payment of a fee, the secretary of 
 21.32  state shall send to the requester a certified copy of the 
 21.33  requested record. 
 21.34     (c) Except as otherwise provided in sections 321.116 and 
 21.35  321.207, a record delivered to the secretary of state for filing 
 21.36  under this chapter may specify an effective time and a delayed 
 22.1   effective date.  Except as otherwise provided in this chapter, a 
 22.2   record filed by the secretary of state is effective: 
 22.3      (1) if the record does not specify an effective time and 
 22.4   does not specify a delayed effective date, on the date and at 
 22.5   the time the record is filed as evidenced by the secretary of 
 22.6   state's endorsement of the date and time on the record; 
 22.7      (2) if the record specifies an effective time but not a 
 22.8   delayed effective date, on the date the record is filed at the 
 22.9   time specified in the record; 
 22.10     (3) if the record specifies a delayed effective date but 
 22.11  not an effective time, at 12:01 a.m. on the earlier of: 
 22.12     (A) the specified date; or 
 22.13     (B) the 30th day after the record is filed; or 
 22.14     (4) if the record specifies an effective time and a delayed 
 22.15  effective date, at the specified time on the earlier of: 
 22.16     (A) the specified date; or 
 22.17     (B) the 30th day after the record is filed. 
 22.18     (d) The appropriate fees for filings under this chapter are:
 22.19     (1) for filing a certificate of limited partnership, $...; 
 22.20     (2) for filing the annual registration, $...; 
 22.21     (3) for filing any other record, other than an annual 
 22.22  registration prior to administrative dissolution, required or 
 22.23  permitted to be delivered for filing, $...; 
 22.24     (4) for filing a certificate requesting authority to 
 22.25  transact business in Minnesota as a foreign limited partnership, 
 22.26  $...; 
 22.27     (5) for filing an application of reinstatement, $...; and 
 22.28     (6) for filing any other record, other than an annual 
 22.29  registration prior to revocation of authority to transact 
 22.30  business in Minnesota, required or permitted to be delivered for 
 22.31  filing on a foreign limited partnership authorized to transact 
 22.32  business in Minnesota, $.... 
 22.33     Sec. 25.  [321.207] [CORRECTING FILED RECORD.] 
 22.34     A limited partnership or foreign limited partnership may 
 22.35  deliver to the secretary of state for filing articles of 
 22.36  correction pursuant to section 5.16, except that for the 
 23.1   purposes of section 321.103(c) and (d) the articles are 
 23.2   effective only as of the date they are filed. 
 23.3      Sec. 26.  [321.208] [LIABILITY FOR FALSE INFORMATION IN 
 23.4   FILED RECORD.] 
 23.5      (a) If a record delivered to the secretary of state for 
 23.6   filing under this chapter and filed by the secretary of state 
 23.7   contains false information, a person that suffers loss by 
 23.8   reliance on the information may recover damages for the loss 
 23.9   from: 
 23.10     (1) a person that signed the record, or caused another to 
 23.11  sign it on the person's behalf, and knew the information to be 
 23.12  false at the time the record was signed; and 
 23.13     (2) a general partner that has notice that the information 
 23.14  was false when the record was filed or has become false because 
 23.15  of changed circumstances, if the general partner has notice for 
 23.16  a reasonably sufficient time before the information is relied 
 23.17  upon to enable the general partner to effect an amendment under 
 23.18  section 321.202, file a petition pursuant to section 321.205, or 
 23.19  deliver to the secretary of state for filing a statement of 
 23.20  change pursuant to section 321.115 or a statement of correction 
 23.21  pursuant to section 321.207. 
 23.22     (b) A person signing a record pursuant to this chapter is 
 23.23  subject to section 5.15. 
 23.24     Sec. 27.  [321.210] [ANNUAL REPORT FOR SECRETARY OF STATE.] 
 23.25     (a) Subject to subsection (b): 
 23.26     (1) in each calendar year following the calendar year in 
 23.27  which a limited partnership becomes subject to this chapter, the 
 23.28  limited partnership must deliver to the secretary of state for 
 23.29  filing an annual registration containing the information 
 23.30  required by subsection (d); and 
 23.31     (2) in each calendar year following the calendar year in 
 23.32  which there is first on file with the secretary of state a 
 23.33  certificate of authority under section 321.904 pertaining to a 
 23.34  foreign limited partnership, the foreign limited partnership 
 23.35  must deliver to the secretary of state for filing an annual 
 23.36  registration containing the information required by subsection 
 24.1   (d). 
 24.2      (b) A limited partnership's obligation under subsection (a) 
 24.3   ends if the limited partnership delivers to the secretary of 
 24.4   state for filing a statement of termination under section 
 24.5   321.203 and the statement becomes effective under section 
 24.6   321.206.  A foreign limited partnership's obligation under 
 24.7   subsection (a) ends if the secretary of state issues and files a 
 24.8   certificate of revocation under section 321.906 or if the 
 24.9   foreign limited partnership delivers to the secretary of state 
 24.10  for filing a notice of cancellation under section 321.907(a) and 
 24.11  that notice takes effect under section 321.206.  If a foreign 
 24.12  limited partnership's obligations under subsection (a) end and 
 24.13  later the secretary of state files, pursuant to section 321.904, 
 24.14  a new certificate of authority pertaining to that foreign 
 24.15  limited partnership, subsection (a)(2), again applies to the 
 24.16  foreign limited partnership and, for the purposes of subsection 
 24.17  (a)(2), the calendar year of the new filing is treated as the 
 24.18  calendar year in which a certificate of authority is first on 
 24.19  file with the secretary of state. 
 24.20     (c) The annual registration must contain: 
 24.21     (1) the name of the limited partnership or foreign limited 
 24.22  partnership; 
 24.23     (2) the address of its designated office and the name and 
 24.24  street and mailing address of its agent for service of process 
 24.25  in Minnesota; 
 24.26     (3) in the case of a limited partnership, the street and 
 24.27  mailing address of its principal office; and 
 24.28     (4) in the case of a foreign limited partnership, the name 
 24.29  of the state or other jurisdiction under whose law the foreign 
 24.30  limited partnership is formed and any alternate name adopted 
 24.31  under section 321.905(a). 
 24.32     (d) The secretary of state shall: 
 24.33     (1) administratively dissolve under section 321.809 a 
 24.34  limited partnership that has failed to file a registration 
 24.35  pursuant to subsection (a); and 
 24.36     (2) revoke under section 321.906 the certificate of 
 25.1   authority of a foreign limited partnership that has failed to 
 25.2   file a registration pursuant to subsection (a). 
 25.3                              ARTICLE 3 
 25.4                           LIMITED PARTNERS 
 25.5      Sec. 28.  [321.301] [BECOMING LIMITED PARTNER.] 
 25.6      A person becomes a limited partner: 
 25.7      (1) as provided in the partnership agreement; 
 25.8      (2) as the result of a conversion or merger under article 
 25.9   11; or 
 25.10     (3) with the consent of all the partners. 
 25.11     Sec. 29.  [321.302] [NO RIGHT OR POWER AS LIMITED PARTNER 
 25.12  TO BIND LIMITED PARTNERSHIP.] 
 25.13     A limited partner does not have the right or the power as a 
 25.14  limited partner to act for or bind the limited partnership. 
 25.15     Sec. 30.  [321.303] [NO LIABILITY AS LIMITED PARTNER FOR 
 25.16  LIMITED PARTNERSHIP OBLIGATIONS.] 
 25.17     An obligation of a limited partnership, whether arising in 
 25.18  contract, tort, or otherwise, is not the obligation of a limited 
 25.19  partner.  A limited partner is not personally liable, directly 
 25.20  or indirectly, by way of contribution or otherwise, for an 
 25.21  obligation of the limited partnership solely by reason of being 
 25.22  a limited partner, even if the limited partner participates in 
 25.23  the management and control of the limited partnership. 
 25.24     Sec. 31.  [321.304] [RIGHT OF LIMITED PARTNER AND FORMER 
 25.25  LIMITED PARTNER TO INFORMATION.] 
 25.26     (a) On ten days' demand, made in a record received by the 
 25.27  limited partnership, a limited partner may inspect and copy 
 25.28  required information during regular business hours in the 
 25.29  limited partnership's designated office.  The limited partner 
 25.30  need not have any particular purpose for seeking the information.
 25.31     (b) During regular business hours and at a reasonable 
 25.32  location specified by the limited partnership, a limited partner 
 25.33  may obtain from the limited partnership and inspect and copy 
 25.34  true and full information regarding the state of the activities 
 25.35  and financial condition of the limited partnership and other 
 25.36  information regarding the activities of the limited partnership 
 26.1   as is just and reasonable if: 
 26.2      (1) the limited partner seeks the information for a purpose 
 26.3   reasonably related to the partner's interest as a limited 
 26.4   partner; 
 26.5      (2) the limited partner makes a demand in a record received 
 26.6   by the limited partnership, describing with reasonable 
 26.7   particularity the information sought and the purpose for seeking 
 26.8   the information; and 
 26.9      (3) the information sought is directly connected to the 
 26.10  limited partner's purpose. 
 26.11     (c) Within ten days after receiving a demand pursuant to 
 26.12  subsection (b), the limited partnership in a record shall inform 
 26.13  the limited partner that made the demand: 
 26.14     (1) what information the limited partnership will provide 
 26.15  in response to the demand; 
 26.16     (2) when and where the limited partnership will provide the 
 26.17  information; and 
 26.18     (3) if the limited partnership declines to provide any 
 26.19  demanded information, the limited partnership's reasons for 
 26.20  declining. 
 26.21     (d) Subject to subsection (f), a person dissociated as a 
 26.22  limited partner may inspect and copy required information during 
 26.23  regular business hours in the limited partnership's designated 
 26.24  office if: 
 26.25     (1) the information pertains to the period during which the 
 26.26  person was a limited partner; 
 26.27     (2) the person seeks the information in good faith; and 
 26.28     (3) the person meets the requirements of subsection (b). 
 26.29     (e) The limited partnership shall respond to a demand made 
 26.30  pursuant to subsection (d) in the same manner as provided in 
 26.31  subsection (c). 
 26.32     (f) If a limited partner dies, section 321.704 applies. 
 26.33     (g) The limited partnership may impose reasonable 
 26.34  restrictions on the use of information obtained under this 
 26.35  section.  In a dispute concerning the reasonableness of a 
 26.36  restriction under this subsection, the limited partnership has 
 27.1   the burden of proving reasonableness. 
 27.2      (h) A limited partnership may charge a person that makes a 
 27.3   demand under this section reasonable costs of copying, limited 
 27.4   to the costs of labor and material. 
 27.5      (i) Whenever this chapter or a partnership agreement 
 27.6   provides for a limited partner to give or withhold consent to a 
 27.7   matter, before the consent is given or withheld, the limited 
 27.8   partnership shall, without demand, provide the limited partner 
 27.9   with all information material to the limited partner's decision 
 27.10  that the limited partnership knows. 
 27.11     (j) A limited partner or person dissociated as a limited 
 27.12  partner may exercise the rights under this section through an 
 27.13  attorney or other agent.  Any restriction imposed under 
 27.14  subsection (g) or by the partnership agreement applies both to 
 27.15  the attorney or other agent and to the limited partner or person 
 27.16  dissociated as a limited partner. 
 27.17     (k) The rights stated in this section do not extend to a 
 27.18  person as transferee, but may be exercised by the legal 
 27.19  representative of an individual under legal disability who is a 
 27.20  limited partner or person dissociated as a limited partner. 
 27.21     Sec. 32.  [321.305] [LIMITED DUTIES OF LIMITED PARTNERS.] 
 27.22     (a) A limited partner does not have any fiduciary duty to 
 27.23  the limited partnership or to any other partner solely by reason 
 27.24  of being a limited partner. 
 27.25     (b) A limited partner shall discharge the duties to the 
 27.26  partnership and the other partners under this chapter or under 
 27.27  the partnership agreement and exercise any rights consistently 
 27.28  with the obligation of good faith and fair dealing. 
 27.29     (c) A limited partner does not violate a duty or obligation 
 27.30  under this chapter or under the partnership agreement merely 
 27.31  because the limited partner's conduct furthers the limited 
 27.32  partner's own interest. 
 27.33     Sec. 33.  [321.306] [PERSON ERRONEOUSLY BELIEVING SELF TO 
 27.34  BE LIMITED PARTNER.] 
 27.35     (a) Except as otherwise provided in subsection (b), a 
 27.36  person that makes an investment in a business enterprise and 
 28.1   erroneously but in good faith believes that the person has 
 28.2   become a limited partner in the enterprise is not liable for the 
 28.3   enterprise's obligations by reason of making the investment, 
 28.4   receiving distributions from the enterprise, or exercising any 
 28.5   rights of or appropriate to a limited partner, if, on 
 28.6   ascertaining the mistake, the person: 
 28.7      (1) causes an appropriate certificate of limited 
 28.8   partnership, amendment, or statement of correction to be signed 
 28.9   and delivered to the secretary of state for filing; or 
 28.10     (2) withdraws from future participation as an owner in the 
 28.11  enterprise by signing and delivering to the secretary of state 
 28.12  for filing a statement of withdrawal under this section. 
 28.13     (b) A person that makes an investment described in 
 28.14  subsection (a) is liable to the same extent as a general partner 
 28.15  to any third party that enters into a transaction with the 
 28.16  enterprise, believing in good faith that the person is a general 
 28.17  partner, before the secretary of state files a statement of 
 28.18  withdrawal, certificate of limited partnership, amendment, or 
 28.19  statement of correction to show that the person is not a general 
 28.20  partner. 
 28.21     (c) If a person makes a diligent effort in good faith to 
 28.22  comply with subsection (a)(1) and is unable to cause the 
 28.23  appropriate certificate of limited partnership, amendment, or 
 28.24  statement of correction to be signed and delivered to the 
 28.25  secretary of state for filing, the person has the right to 
 28.26  withdraw from the enterprise pursuant to subsection (a)(2) even 
 28.27  if the withdrawal would otherwise breach an agreement with 
 28.28  others that are or have agreed to become co-owners of the 
 28.29  enterprise. 
 28.30                             ARTICLE 4 
 28.31                          GENERAL PARTNERS 
 28.32     Sec. 34.  [321.401] [BECOMING GENERAL PARTNER.] 
 28.33     A person becomes a general partner: 
 28.34     (1) as provided in the partnership agreement; 
 28.35     (2) under section 321.801(3)(B) following the dissociation 
 28.36  of a limited partnership's last general partner; 
 29.1      (3) as the result of a conversion or merger under article 
 29.2   11; or 
 29.3      (4) with the consent of all the partners. 
 29.4      Sec. 35.  [321.402] [GENERAL PARTNER AGENT OF LIMITED 
 29.5   PARTNERSHIP.] 
 29.6      (a) Each general partner is an agent of the limited 
 29.7   partnership for the purposes of its activities.  An act of a 
 29.8   general partner, including the signing of a record in the 
 29.9   partnership's name, for apparently carrying on in the ordinary 
 29.10  course the limited partnership's activities or activities of the 
 29.11  kind carried on by the limited partnership binds the limited 
 29.12  partnership, unless the general partner did not have authority 
 29.13  to act for the limited partnership in the particular matter and 
 29.14  the person with which the general partner was dealing knew, had 
 29.15  received a notification, or had notice under section 321.103(d) 
 29.16  that the general partner lacked authority. 
 29.17     (b) An act of a general partner which is not apparently for 
 29.18  carrying on in the ordinary course the limited partnership's 
 29.19  activities or activities of the kind carried on by the limited 
 29.20  partnership binds the limited partnership only if the act was 
 29.21  actually authorized by all the other partners. 
 29.22     Sec. 36.  [321.403] [LIMITED PARTNERSHIP LIABLE FOR GENERAL 
 29.23  PARTNER'S ACTIONABLE CONDUCT.] 
 29.24     (a) A limited partnership is liable for loss or injury 
 29.25  caused to a person, or for a penalty incurred, as a result of a 
 29.26  wrongful act or omission, or other actionable conduct, of a 
 29.27  general partner acting in the ordinary course of activities of 
 29.28  the limited partnership or with authority of the limited 
 29.29  partnership. 
 29.30     (b) If, in the course of the limited partnership's 
 29.31  activities or while acting with authority of the limited 
 29.32  partnership, a general partner receives or causes the limited 
 29.33  partnership to receive money or property of a person not a 
 29.34  partner, and the money or property is misapplied by a general 
 29.35  partner, the limited partnership is liable for the loss. 
 29.36     Sec. 37.  [321.404] [GENERAL PARTNER'S LIABILITY.] 
 30.1      (a) Except as otherwise provided in subsections (b) and 
 30.2   (c), all general partners are liable jointly and severally for 
 30.3   all obligations of the limited partnership unless otherwise 
 30.4   agreed by the claimant or provided by law. 
 30.5      (b) A person that becomes a general partner of an existing 
 30.6   limited partnership is not personally liable for an obligation 
 30.7   of a limited partnership incurred before the person became a 
 30.8   general partner. 
 30.9      (c) An obligation of a limited partnership incurred while 
 30.10  the limited partnership is a limited liability limited 
 30.11  partnership, whether arising in contract, tort, or otherwise, is 
 30.12  solely the obligation of the limited partnership.  A general 
 30.13  partner is not personally liable, directly or indirectly, by way 
 30.14  of contribution or otherwise, for such an obligation solely by 
 30.15  reason of being or acting as a general partner.  This subsection 
 30.16  applies despite anything inconsistent in the partnership 
 30.17  agreement that existed immediately before the consent required 
 30.18  to become a limited liability limited partnership under section 
 30.19  321.406(b)(2). 
 30.20     Sec. 38.  [321.405] [ACTIONS BY AND AGAINST PARTNERSHIP AND 
 30.21  PARTNERS.] 
 30.22     (a) To the extent not inconsistent with section 321.404, a 
 30.23  general partner may be joined in an action against the limited 
 30.24  partnership or named in a separate action. 
 30.25     (b) A judgment against a limited partnership is not by 
 30.26  itself a judgment against a general partner.  A judgment against 
 30.27  a limited partnership may not be satisfied from a general 
 30.28  partner's assets unless there is also a judgment against the 
 30.29  general partner. 
 30.30     (c) A judgment creditor of a general partner may not levy 
 30.31  execution against the assets of the general partner to satisfy a 
 30.32  judgment based on a claim against the limited partnership, 
 30.33  unless the partner is personally liable for the claim under 
 30.34  section 321.404 and: 
 30.35     (1) a judgment based on the same claim has been obtained 
 30.36  against the limited partnership and a writ of execution on the 
 31.1   judgment has been returned unsatisfied in whole or in part; 
 31.2      (2) the limited partnership is a debtor in bankruptcy; 
 31.3      (3) the general partner has agreed that the creditor need 
 31.4   not exhaust limited partnership assets; 
 31.5      (4) a court grants permission to the judgment creditor to 
 31.6   levy execution against the assets of a general partner based on 
 31.7   a finding that limited partnership assets subject to execution 
 31.8   are clearly insufficient to satisfy the judgment, that 
 31.9   exhaustion of limited partnership assets is excessively 
 31.10  burdensome, or that the grant of permission is an appropriate 
 31.11  exercise of the court's equitable powers; or 
 31.12     (5) liability is imposed on the general partner by law or 
 31.13  contract independent of the existence of the limited partnership.
 31.14     Sec. 39.  [321.406] [MANAGEMENT RIGHTS OF GENERAL PARTNER.] 
 31.15     (a) Each general partner has equal rights in the management 
 31.16  and conduct of the limited partnership's activities.  Except as 
 31.17  expressly provided in this chapter, any matter relating to the 
 31.18  activities of the limited partnership may be exclusively decided 
 31.19  by the general partner or, if there is more than one general 
 31.20  partner, by a majority of the general partners. 
 31.21     (b) The consent of each partner is necessary to: 
 31.22     (1) amend the partnership agreement; 
 31.23     (2) amend the certificate of limited partnership to add or, 
 31.24  subject to section 321.1110, delete a statement that the limited 
 31.25  partnership is a limited liability limited partnership; and 
 31.26     (3) sell, lease, exchange, or otherwise dispose of all, or 
 31.27  substantially all, of the limited partnership's property, with 
 31.28  or without the good will, other than in the usual and regular 
 31.29  course of the limited partnership's activities. 
 31.30     (c) A limited partnership shall reimburse a general partner 
 31.31  for payments made and indemnify a general partner for 
 31.32  liabilities incurred by the general partner in the ordinary 
 31.33  course of the activities of the partnership or for the 
 31.34  preservation of its activities or property. 
 31.35     (d) A limited partnership shall reimburse a general partner 
 31.36  for an advance to the limited partnership beyond the amount of 
 32.1   capital the general partner agreed to contribute. 
 32.2      (e) A payment or advance made by a general partner which 
 32.3   gives rise to an obligation of the limited partnership under 
 32.4   subsection (c) or (d) constitutes a loan to the limited 
 32.5   partnership which accrues interest from the date of the payment 
 32.6   or advance. 
 32.7      (f) A general partner is not entitled to remuneration for 
 32.8   services performed for the partnership. 
 32.9      Sec. 40.  [321.407] [RIGHT OF GENERAL PARTNER AND FORMER 
 32.10  GENERAL PARTNER TO INFORMATION.] 
 32.11     (a) A general partner, without having any particular 
 32.12  purpose for seeking the information, may inspect and copy during 
 32.13  regular business hours: 
 32.14     (1) in the limited partnership's designated office, 
 32.15  required information; and 
 32.16     (2) at a reasonable location specified by the limited 
 32.17  partnership, any other records maintained by the limited 
 32.18  partnership regarding the limited partnership's activities and 
 32.19  financial condition. 
 32.20     (b) Each general partner and the limited partnership shall 
 32.21  furnish to a general partner: 
 32.22     (1) without demand, any information concerning the limited 
 32.23  partnership's activities and financial condition reasonably 
 32.24  required for the proper exercise of the general partner's rights 
 32.25  and duties under the partnership agreement or this chapter; and 
 32.26     (2) on demand, any other information concerning the limited 
 32.27  partnership's activities, except to the extent the demand or the 
 32.28  information demanded is unreasonable or otherwise improper under 
 32.29  the circumstances. 
 32.30     (c) Subject to subsection (e), on ten days' demand made in 
 32.31  a record received by the limited partnership, a person 
 32.32  dissociated as a general partner may have access to the 
 32.33  information and records described in subsection (a) at the 
 32.34  location specified in subsection (a) if: 
 32.35     (1) the information or record pertains to the period during 
 32.36  which the person was a general partner; 
 33.1      (2) the person seeks the information or record in good 
 33.2   faith; and 
 33.3      (3) the person satisfies the requirements imposed on a 
 33.4   limited partner by section 321.304(b). 
 33.5      (d) The limited partnership shall respond to a demand made 
 33.6   pursuant to subsection (c) in the same manner as provided in 
 33.7   section 321.304(c). 
 33.8      (e) If a general partner dies, section 321.704 applies. 
 33.9      (f) The limited partnership may impose reasonable 
 33.10  restrictions on the use of information under this section.  In 
 33.11  any dispute concerning the reasonableness of a restriction under 
 33.12  this subsection, the limited partnership has the burden of 
 33.13  proving reasonableness. 
 33.14     (g) A limited partnership may charge a person dissociated 
 33.15  as a general partner that makes a demand under this section 
 33.16  reasonable costs of copying, limited to the costs of labor and 
 33.17  material. 
 33.18     (h) A general partner or person dissociated as a general 
 33.19  partner may exercise the rights under this section through an 
 33.20  attorney or other agent.  Any restriction imposed under 
 33.21  subsection (f) or by the partnership agreement applies both to 
 33.22  the attorney or other agent and to the general partner or person 
 33.23  dissociated as a general partner. 
 33.24     (i) The rights under this section do not extend to a person 
 33.25  as transferee, but the rights under subsection (c) of a person 
 33.26  dissociated as a general may be exercised by the legal 
 33.27  representative of an individual who dissociated as a general 
 33.28  partner under section 321.603(7)(B) or (C). 
 33.29     Sec. 41.  [321.408] [GENERAL STANDARDS OF GENERAL PARTNER'S 
 33.30  CONDUCT.] 
 33.31     (a) The only fiduciary duties that a general partner has to 
 33.32  the limited partnership and the other partners are the duties of 
 33.33  loyalty and care under subsections (b) and (c). 
 33.34     (b) A general partner's duty of loyalty to the limited 
 33.35  partnership and the other partners is limited to the following: 
 33.36     (1) to account to the limited partnership and hold as 
 34.1   trustee for it any property, profit, or benefit derived by the 
 34.2   general partner in the conduct and winding up of the limited 
 34.3   partnership's activities or derived from a use by the general 
 34.4   partner of limited partnership property, including the 
 34.5   appropriation of a limited partnership opportunity; 
 34.6      (2) to refrain from dealing with the limited partnership in 
 34.7   the conduct or winding up of the limited partnership's 
 34.8   activities as or on behalf of a party having an interest adverse 
 34.9   to the limited partnership; and 
 34.10     (3) to refrain from competing with the limited partnership 
 34.11  in the conduct or winding up of the limited partnership's 
 34.12  activities. 
 34.13     (c) A general partner's duty of care to the limited 
 34.14  partnership and the other partners in the conduct and winding up 
 34.15  of the limited partnership's activities is limited to refraining 
 34.16  from engaging in grossly negligent or reckless conduct, 
 34.17  intentional misconduct, or a knowing violation of law. 
 34.18     (d) A general partner shall discharge the duties to the 
 34.19  partnership and the other partners under this chapter or under 
 34.20  the partnership agreement and exercise any rights consistently 
 34.21  with the obligation of good faith and fair dealing. 
 34.22     (e) A general partner does not violate a duty or obligation 
 34.23  under this chapter or under the partnership agreement merely 
 34.24  because the general partner's conduct furthers the general 
 34.25  partner's own interest. 
 34.26                             ARTICLE 5 
 34.27                   CONTRIBUTIONS AND DISTRIBUTIONS 
 34.28     Sec. 42.  [321.501] [FORM OF CONTRIBUTION.] 
 34.29     A contribution of a partner may consist of tangible or 
 34.30  intangible property or other benefit to the limited partnership, 
 34.31  including money, services performed, promissory notes, other 
 34.32  agreements to contribute cash or property, and contracts for 
 34.33  services to be performed. 
 34.34     Sec. 43.  [321.502] [LIABILITY FOR CONTRIBUTION.] 
 34.35     (a) A partner's obligation to contribute money or other 
 34.36  property or other benefit to, or to perform services for, a 
 35.1   limited partnership is not excused by the partner's death, 
 35.2   disability, or other inability to perform personally. 
 35.3      (b) If a partner does not make a promised nonmonetary 
 35.4   contribution, the partner is obligated at the option of the 
 35.5   limited partnership to contribute money equal to that portion of 
 35.6   the value, as stated in the required information, of the stated 
 35.7   contribution which has not been made. 
 35.8      (c) The obligation of a partner to make a contribution or 
 35.9   return money or other property paid or distributed in violation 
 35.10  of this chapter may be compromised only by consent of all 
 35.11  partners.  A creditor of a limited partnership which extends 
 35.12  credit or otherwise acts in reliance on an obligation described 
 35.13  in subsection (a), without notice of any compromise under this 
 35.14  subsection, may enforce the original obligation. 
 35.15     Sec. 44.  [321.503] [SHARING OF DISTRIBUTIONS.] 
 35.16     A distribution by a limited partnership must be shared 
 35.17  among the partners on the basis of the value, as stated in the 
 35.18  required information when the limited partnership decides to 
 35.19  make the distribution, of the contributions the limited 
 35.20  partnership has received from each partner. 
 35.21     Sec. 45.  [321.504] [INTERIM DISTRIBUTIONS.] 
 35.22     A partner does not have a right to any distribution before 
 35.23  the dissolution and winding up of the limited partnership unless 
 35.24  the limited partnership decides to make an interim distribution. 
 35.25     Sec. 46.  [321.505] [NO DISTRIBUTION ON ACCOUNT OF 
 35.26  DISSOCIATION.] 
 35.27     A person does not have a right to receive a distribution on 
 35.28  account of dissociation. 
 35.29     Sec. 47.  [321.506] [DISTRIBUTION IN KIND.] 
 35.30     A partner does not have a right to demand or receive any 
 35.31  distribution from a limited partnership in any form other than 
 35.32  cash.  Subject to section 321.812(b), a limited partnership may 
 35.33  distribute an asset in kind to the extent each partner receives 
 35.34  a percentage of the asset equal to the partner's share of 
 35.35  distributions. 
 35.36     Sec. 48.  [321.507] [RIGHT TO DISTRIBUTION.] 
 36.1      When a partner or transferee becomes entitled to receive a 
 36.2   distribution, the partner or transferee has the status of, and 
 36.3   is entitled to all remedies available to, a creditor of the 
 36.4   limited partnership with respect to the distribution.  However, 
 36.5   the limited partnership's obligation to make a distribution is 
 36.6   subject to offset for any amount owed to the limited partnership 
 36.7   by the partner or dissociated partner on whose account the 
 36.8   distribution is made. 
 36.9      Sec. 49.  [321.508] [LIMITATIONS ON DISTRIBUTION.] 
 36.10     (a) A limited partnership may not make a distribution in 
 36.11  violation of the partnership agreement. 
 36.12     (b) A limited partnership may not make a distribution if 
 36.13  after the distribution: 
 36.14     (1) the limited partnership would not be able to pay its 
 36.15  debts as they become due in the ordinary course of the limited 
 36.16  partnership's activities; or 
 36.17     (2) the limited partnership's total assets would be less 
 36.18  than the sum of its total liabilities plus the amount that would 
 36.19  be needed, if the limited partnership were to be dissolved, 
 36.20  wound up, and terminated at the time of the distribution, to 
 36.21  satisfy the preferential rights upon dissolution, winding up, 
 36.22  and termination of partners whose preferential rights are 
 36.23  superior to those of persons receiving the distribution. 
 36.24     (c) A limited partnership may base a determination that a 
 36.25  distribution is not prohibited under subsection (b) on financial 
 36.26  statements prepared on the basis of accounting practices and 
 36.27  principles that are reasonable in the circumstances or on a fair 
 36.28  valuation or other method that is reasonable in the 
 36.29  circumstances. 
 36.30     (d) Except as otherwise provided in subsection (g), the 
 36.31  effect of a distribution under subsection (b) is measured: 
 36.32     (1) in the case of distribution by purchase, redemption, or 
 36.33  other acquisition of a transferable interest in the limited 
 36.34  partnership, as of the date money or other property is 
 36.35  transferred or debt incurred by the limited partnership; and 
 36.36     (2) in all other cases, as of the date: 
 37.1      (A) the distribution is authorized, if the payment occurs 
 37.2   within 120 days after that date; or 
 37.3      (B) the payment is made, if payment occurs more than 120 
 37.4   days after the distribution is authorized. 
 37.5      (e) A limited partnership's indebtedness to a partner 
 37.6   incurred by reason of a distribution made in accordance with 
 37.7   this section is at parity with the limited partnership's 
 37.8   indebtedness to its general, unsecured creditors. 
 37.9      (f) A limited partnership's indebtedness, including 
 37.10  indebtedness issued in connection with or as part of a 
 37.11  distribution, is not considered a liability for purposes of 
 37.12  subsection (b) if the terms of the indebtedness provide that 
 37.13  payment of principal and interest are made only to the extent 
 37.14  that a distribution could then be made to partners under this 
 37.15  section. 
 37.16     (g) If indebtedness is issued as a distribution, each 
 37.17  payment of principal or interest on the indebtedness is treated 
 37.18  as a distribution, the effect of which is measured on the date 
 37.19  the payment is made. 
 37.20     Sec. 50.  [321.509] [LIABILITY FOR IMPROPER DISTRIBUTIONS.] 
 37.21     (a) A general partner that consents to a distribution made 
 37.22  in violation of section 321.508 is personally liable to the 
 37.23  limited partnership for the amount of the distribution which 
 37.24  exceeds the amount that could have been distributed without the 
 37.25  violation if it is established that in consenting to the 
 37.26  distribution the general partner failed to comply with section 
 37.27  321.408. 
 37.28     (b) A partner or transferee that received a distribution 
 37.29  knowing that the distribution to that partner or transferee was 
 37.30  made in violation of section 321.508 is personally liable to the 
 37.31  limited partnership but only to the extent that the distribution 
 37.32  received by the partner or transferee exceeded the amount that 
 37.33  could have been properly paid under section 321.508. 
 37.34     (c) A general partner against which an action is commenced 
 37.35  under subsection (a) may: 
 37.36     (1) implead in the action any other person that is liable 
 38.1   under subsection (a) and compel contribution from the person; 
 38.2   and 
 38.3      (2) implead in the action any person that received a 
 38.4   distribution in violation of subsection (b) and compel 
 38.5   contribution from the person in the amount the person received 
 38.6   in violation of subsection (b). 
 38.7      (d) An action under this section is barred if it is not 
 38.8   commenced within two years after the distribution. 
 38.9                              ARTICLE 6 
 38.10                            DISSOCIATION 
 38.11     Sec. 51.  [321.601] [DISSOCIATION AS LIMITED PARTNER.] 
 38.12     (a) A person does not have a right to dissociate as a 
 38.13  limited partner before the termination of the limited 
 38.14  partnership. 
 38.15     (b) A person is dissociated from a limited partnership as a 
 38.16  limited partner upon the occurrence of any of the following 
 38.17  events: 
 38.18     (1) the limited partnership's having notice of the person's 
 38.19  express will to withdraw as a limited partner or on a later date 
 38.20  specified by the person; 
 38.21     (2) an event agreed to in the partnership agreement as 
 38.22  causing the person's dissociation as a limited partner; 
 38.23     (3) the person's expulsion as a limited partner pursuant to 
 38.24  the partnership agreement; 
 38.25     (4) the person's expulsion as a limited partner by the 
 38.26  unanimous consent of the other partners if: 
 38.27     (A) it is unlawful to carry on the limited partnership's 
 38.28  activities with the person as a limited partner; 
 38.29     (B) there has been a transfer of all of the person's 
 38.30  transferable interest in the limited partnership, other than a 
 38.31  transfer for security purposes, or a court order charging the 
 38.32  person's interest, which has not been foreclosed; 
 38.33     (C) the person is a corporation and, within 90 days after 
 38.34  the limited partnership notifies the person that it will be 
 38.35  expelled as a limited partner because it has filed a certificate 
 38.36  of dissolution or the equivalent, its charter has been revoked, 
 39.1   or its right to conduct business has been suspended by the 
 39.2   jurisdiction of its incorporation, there is no revocation of the 
 39.3   certificate of dissolution or no reinstatement of its charter or 
 39.4   its right to conduct business; or 
 39.5      (D) the person is a limited liability company or 
 39.6   partnership that has been dissolved and whose business is being 
 39.7   wound up; 
 39.8      (5) on application by the limited partnership, the person's 
 39.9   expulsion as a limited partner by judicial order because: 
 39.10     (A) the person engaged in wrongful conduct that adversely 
 39.11  and materially affected the limited partnership's activities; 
 39.12     (B) the person willfully or persistently committed a 
 39.13  material breach of the partnership agreement or of the 
 39.14  obligation of good faith and fair dealing under section 
 39.15  321.305(b); or 
 39.16     (C) the person engaged in conduct relating to the limited 
 39.17  partnership's activities which makes it not reasonably 
 39.18  practicable to carry on the activities with the person as 
 39.19  limited partner; 
 39.20     (6) in the case of a person who is an individual, the 
 39.21  person's death; 
 39.22     (7) in the case of a person that is a trust or is acting as 
 39.23  a limited partner by virtue of being a trustee of a trust, 
 39.24  distribution of the trust's entire transferable interest in the 
 39.25  limited partnership, but not merely by reason of the 
 39.26  substitution of a successor trustee; 
 39.27     (8) in the case of a person that is an estate or is acting 
 39.28  as a limited partner by virtue of being a personal 
 39.29  representative of an estate, distribution of the estate's entire 
 39.30  transferable interest in the limited partnership, but not merely 
 39.31  by reason of the substitution of a successor personal 
 39.32  representative; 
 39.33     (9) termination of a limited partner that is not an 
 39.34  individual, partnership, limited liability company, corporation, 
 39.35  trust, or estate; 
 39.36     (10) the limited partnership's participation in a 
 40.1   conversion or merger under article 11, if the limited 
 40.2   partnership: 
 40.3      (A) is not the converted or surviving entity; or 
 40.4      (B) is the converted or surviving entity but, as a result 
 40.5   of the conversion or merger, the person ceases to be a limited 
 40.6   partner. 
 40.7      Sec. 52.  [321.602] [EFFECT OF DISSOCIATION AS LIMITED 
 40.8   PARTNER.] 
 40.9      (a) Upon a person's dissociation as a limited partner: 
 40.10     (1) subject to section 321.704, the person does not have 
 40.11  further rights as a limited partner; 
 40.12     (2) the person's obligation of good faith and fair dealing 
 40.13  as a limited partner under section 321.305(b) continues only as 
 40.14  to matters arising and events occurring before the dissociation; 
 40.15  and 
 40.16     (3) subject to section 321.704 and article 11, any 
 40.17  transferable interest owned by the person in the person's 
 40.18  capacity as a limited partner immediately before dissociation is 
 40.19  owned by the person as a mere transferee. 
 40.20     (b) A person's dissociation as a limited partner does not 
 40.21  of itself discharge the person from any obligation to the 
 40.22  limited partnership or the other partners which the person 
 40.23  incurred while a limited partner. 
 40.24     Sec. 53.  [321.603] [DISSOCIATION AS GENERAL PARTNER.] 
 40.25     A person is dissociated from a limited partnership as a 
 40.26  general partner upon the occurrence of any of the following 
 40.27  events: 
 40.28     (1) the limited partnership's having notice of the person's 
 40.29  express will to withdraw as a general partner or on a later date 
 40.30  specified by the person; 
 40.31     (2) an event agreed to in the partnership agreement as 
 40.32  causing the person's dissociation as a general partner; 
 40.33     (3) the person's expulsion as a general partner pursuant to 
 40.34  the partnership agreement; 
 40.35     (4) the person's expulsion as a general partner by the 
 40.36  unanimous consent of the other partners if: 
 41.1      (A) it is unlawful to carry on the limited partnership's 
 41.2   activities with the person as a general partner; 
 41.3      (B) there has been a transfer of all or substantially all 
 41.4   of the person's transferable interest in the limited 
 41.5   partnership, other than a transfer for security purposes, or a 
 41.6   court order charging the person's interest, which has not been 
 41.7   foreclosed; 
 41.8      (C) the person is a corporation and, within 90 days after 
 41.9   the limited partnership notifies the person that it will be 
 41.10  expelled as a general partner because it has filed a certificate 
 41.11  of dissolution or the equivalent, its charter has been revoked, 
 41.12  or its right to conduct business has been suspended by the 
 41.13  jurisdiction of its incorporation, there is no revocation of the 
 41.14  certificate of dissolution or no reinstatement of its charter or 
 41.15  its right to conduct business; or 
 41.16     (D) the person is a limited liability company or 
 41.17  partnership that has been dissolved and whose business is being 
 41.18  wound up; 
 41.19     (5) on application by the limited partnership, the person's 
 41.20  expulsion as a general partner by judicial determination because:
 41.21     (A) the person engaged in wrongful conduct that adversely 
 41.22  and materially affected the limited partnership activities; 
 41.23     (B) the person willfully or persistently committed a 
 41.24  material breach of the partnership agreement or of a duty owed 
 41.25  to the partnership or the other partners under section 321.408; 
 41.26  or 
 41.27     (C) the person engaged in conduct relating to the limited 
 41.28  partnership's activities which makes it not reasonably 
 41.29  practicable to carry on the activities of the limited 
 41.30  partnership with the person as a general partner; 
 41.31     (6) the person's: 
 41.32     (A) becoming a debtor in bankruptcy; 
 41.33     (B) execution of an assignment for the benefit of 
 41.34  creditors; 
 41.35     (C) seeking, consenting to, or acquiescing in the 
 41.36  appointment of a trustee, receiver, or liquidator of the person 
 42.1   or of all or substantially all of the person's property; or 
 42.2      (D) failure, within 90 days after the appointment, to have 
 42.3   vacated or stayed the appointment of a trustee, receiver, or 
 42.4   liquidator of the general partner or of all or substantially all 
 42.5   of the person's property obtained without the person's consent 
 42.6   or acquiescence, or failing within 90 days after the expiration 
 42.7   of a stay to have the appointment vacated; 
 42.8      (7) in the case of a person who is an individual: 
 42.9      (A) the person's death; 
 42.10     (B) the appointment of a guardian or general conservator 
 42.11  for the person; or 
 42.12     (C) a judicial determination that the person has otherwise 
 42.13  become incapable of performing the person's duties as a general 
 42.14  partner under the partnership agreement; 
 42.15     (8) in the case of a person that is a trust or is acting as 
 42.16  a general partner by virtue of being a trustee of a trust, 
 42.17  distribution of the trust's entire transferable interest in the 
 42.18  limited partnership, but not merely by reason of the 
 42.19  substitution of a successor trustee; 
 42.20     (9) in the case of a person that is an estate or is acting 
 42.21  as a general partner by virtue of being a personal 
 42.22  representative of an estate, distribution of the estate's entire 
 42.23  transferable interest in the limited partnership, but not merely 
 42.24  by reason of the substitution of a successor personal 
 42.25  representative; 
 42.26     (10) termination of a general partner that is not an 
 42.27  individual, partnership, limited liability company, corporation, 
 42.28  trust, or estate; or 
 42.29     (11) the limited partnership's participation in a 
 42.30  conversion or merger under article 11, if the limited 
 42.31  partnership: 
 42.32     (A) is not the converted or surviving entity; or 
 42.33     (B) is the converted or surviving entity but, as a result 
 42.34  of the conversion or merger, the person ceases to be a general 
 42.35  partner. 
 42.36     Sec. 54.  [321.604] [PERSON'S POWER TO DISSOCIATE AS 
 43.1   GENERAL PARTNER; WRONGFUL DISSOCIATION.] 
 43.2      (a) A person has the power to dissociate as a general 
 43.3   partner at any time, rightfully or wrongfully, by express will 
 43.4   pursuant to section 321.603(1). 
 43.5      (b) A person's dissociation as a general partner is 
 43.6   wrongful only if: 
 43.7      (1) it is in breach of an express provision of the 
 43.8   partnership agreement; or 
 43.9      (2) it occurs before the termination of the limited 
 43.10  partnership, and: 
 43.11     (A) the person withdraws as a general partner by express 
 43.12  will; 
 43.13     (B) the person is expelled as a general partner by judicial 
 43.14  determination under section 321.603(5); 
 43.15     (C) the person is dissociated as a general partner by 
 43.16  becoming a debtor in bankruptcy; or 
 43.17     (D) in the case of a person that is not an individual, 
 43.18  trust other than a business trust, or estate, the person is 
 43.19  expelled or otherwise dissociated as a general partner because 
 43.20  it willfully dissolved or terminated. 
 43.21     (c) A person that wrongfully dissociates as a general 
 43.22  partner is liable to the limited partnership and, subject to 
 43.23  section 321.1001, to the other partners for damages caused by 
 43.24  the dissociation.  The liability is in addition to any other 
 43.25  obligation of the general partner to the limited partnership or 
 43.26  to the other partners. 
 43.27     Sec. 55.  [321.605] [EFFECT OF DISSOCIATION AS GENERAL 
 43.28  PARTNER.] 
 43.29     (a) Upon a person's dissociation as a general partner: 
 43.30     (1) the person's right to participate as a general partner 
 43.31  in the management and conduct of the partnership's activities 
 43.32  terminates; 
 43.33     (2) the person's duty of loyalty as a general partner under 
 43.34  section 321.408(b)(3) terminates; 
 43.35     (3) the person's duty of loyalty as a general partner under 
 43.36  section 321.408(b)(1) and (2) and duty of care under section 
 44.1   321.408(c) continue only with regard to matters arising and 
 44.2   events occurring before the person's dissociation as a general 
 44.3   partner; 
 44.4      (4) the person may sign and deliver to the secretary of 
 44.5   state for filing a statement of dissociation pertaining to the 
 44.6   person and, at the request of the limited partnership, shall 
 44.7   sign an amendment to the certificate of limited partnership 
 44.8   which states that the person has dissociated; and 
 44.9      (5) subject to section 321.704 and article 11, any 
 44.10  transferable interest owned by the person immediately before 
 44.11  dissociation in the person's capacity as a general partner is 
 44.12  owned by the person as a mere transferee. 
 44.13     (b) A person's dissociation as a general partner does not 
 44.14  of itself discharge the person from any obligation to the 
 44.15  limited partnership or the other partners which the person 
 44.16  incurred while a general partner. 
 44.17     Sec. 56.  [321.606] [POWER TO BIND AND LIABILITY TO LIMITED 
 44.18  PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON 
 44.19  DISSOCIATED AS GENERAL PARTNER.] 
 44.20     (a) After a person is dissociated as a general partner and 
 44.21  before the limited partnership is dissolved, converted under 
 44.22  article 11, or merged out of existence under article 11, the 
 44.23  limited partnership is bound by an act of the person only if: 
 44.24     (1) the act would have bound the limited partnership under 
 44.25  section 321.402 before the dissociation; and 
 44.26     (2) at the time the other party enters into the transaction:
 44.27     (A) less than two years has passed since the dissociation; 
 44.28  and 
 44.29     (B) the other party does not have notice of the 
 44.30  dissociation and reasonably believes that the person is a 
 44.31  general partner. 
 44.32     (b) If a limited partnership is bound under subsection (a), 
 44.33  the person dissociated as a general partner which caused the 
 44.34  limited partnership to be bound is liable: 
 44.35     (1) to the limited partnership for any damage caused to the 
 44.36  limited partnership arising from the obligation incurred under 
 45.1   subsection (a); and 
 45.2      (2) if a general partner or another person dissociated as a 
 45.3   general partner is liable for the obligation, to the general 
 45.4   partner or other person for any damage caused to the general 
 45.5   partner or other person arising from the liability. 
 45.6      Sec. 57.  [321.607] [LIABILITY TO OTHER PERSONS OF PERSON 
 45.7   DISSOCIATED AS GENERAL PARTNER.] 
 45.8      (a) A person's dissociation as a general partner does not 
 45.9   of itself discharge the person's liability as a general partner 
 45.10  for an obligation of the limited partnership incurred before 
 45.11  dissociation.  Except as otherwise provided in subsections (b) 
 45.12  and (c), the person is not liable for a limited partnership's 
 45.13  obligation incurred after dissociation. 
 45.14     (b) A person whose dissociation as a general partner 
 45.15  resulted in a dissolution and winding up of the limited 
 45.16  partnership's activities is liable to the same extent as a 
 45.17  general partner under section 321.404 on an obligation incurred 
 45.18  by the limited partnership under section 321.804. 
 45.19     (c) A person that has dissociated as a general partner but 
 45.20  whose dissociation did not result in a dissolution and winding 
 45.21  up of the limited partnership's activities is liable on a 
 45.22  transaction entered into by the limited partnership after the 
 45.23  dissociation only if: 
 45.24     (1) a general partner would be liable on the transaction; 
 45.25  and 
 45.26     (2) at the time the other party enters into the transaction:
 45.27     (A) less than two years has passed since the dissociation; 
 45.28  and 
 45.29     (B) the other party does not have notice of the 
 45.30  dissociation and reasonably believes that the person is a 
 45.31  general partner. 
 45.32     (d) By agreement with a creditor of a limited partnership 
 45.33  and the limited partnership, a person dissociated as a general 
 45.34  partner may be released from liability for an obligation of the 
 45.35  limited partnership. 
 45.36     (e) A person dissociated as a general partner is released 
 46.1   from liability for an obligation of the limited partnership if 
 46.2   the limited partnership's creditor, with notice of the person's 
 46.3   dissociation as a general partner but without the person's 
 46.4   consent, agrees to a material alteration in the nature or time 
 46.5   of payment of the obligation. 
 46.6                              ARTICLE 7 
 46.7                   TRANSFERABLE INTERESTS AND RIGHTS 
 46.8                     OF TRANSFEREES AND CREDITORS 
 46.9      Sec. 58.  [321.701] [PARTNER'S TRANSFERABLE INTEREST.] 
 46.10     The only interest of a partner which is transferable is the 
 46.11  partner's transferable interest.  A transferable interest is 
 46.12  personal property. 
 46.13     Sec. 59.  [321.702] [TRANSFER OF PARTNER'S TRANSFERABLE 
 46.14  INTEREST.] 
 46.15     (a) A transfer, in whole or in part, of a partner's 
 46.16  transferable interest: 
 46.17     (1) is permissible; 
 46.18     (2) does not by itself cause the partner's dissociation or 
 46.19  a dissolution and winding up of the limited partnership's 
 46.20  activities; and 
 46.21     (3) does not, as against the other partners or the limited 
 46.22  partnership, entitle the transferee to participate in the 
 46.23  management or conduct of the limited partnership's activities, 
 46.24  to require access to information concerning the limited 
 46.25  partnership's transactions except as otherwise provided in 
 46.26  subsection (c), or to inspect or copy the required information 
 46.27  or the limited partnership's other records. 
 46.28     (b) A transferee has a right to receive, in accordance with 
 46.29  the transfer: 
 46.30     (1) distributions to which the transferor would otherwise 
 46.31  be entitled; and 
 46.32     (2) upon the dissolution and winding up of the limited 
 46.33  partnership's activities the net amount otherwise distributable 
 46.34  to the transferor. 
 46.35     (c) In a dissolution and winding up, a transferee is 
 46.36  entitled to an account of the limited partnership's transactions 
 47.1   only from the date of dissolution. 
 47.2      (d) Upon transfer, the transferor retains the rights of a 
 47.3   partner other than the interest in distributions transferred and 
 47.4   retains all duties and obligations of a partner. 
 47.5      (e) A limited partnership need not give effect to a 
 47.6   transferee's rights under this section until the limited 
 47.7   partnership has notice of the transfer. 
 47.8      (f) A transfer of a partner's transferable interest in the 
 47.9   limited partnership in violation of a restriction on transfer 
 47.10  contained in the partnership agreement is ineffective as to a 
 47.11  person having notice of the restriction at the time of transfer. 
 47.12     (g) A transferee that becomes a partner with respect to a 
 47.13  transferable interest is liable for the transferor's obligations 
 47.14  under sections 321.502 and 321.509.  However, the transferee is 
 47.15  not obligated for liabilities unknown to the transferee at the 
 47.16  time the transferee became a partner. 
 47.17     Sec. 60.  [321.703] [RIGHTS OF CREDITOR OF PARTNER OR 
 47.18  TRANSFEREE.] 
 47.19     (a) On application to a court of competent jurisdiction by 
 47.20  any judgment creditor of a partner or transferee, the court may 
 47.21  charge the transferable interest of the judgment debtor with 
 47.22  payment of the unsatisfied amount of the judgment with 
 47.23  interest.  To the extent so charged, the judgment creditor has 
 47.24  only the rights of a transferee.  The court may appoint a 
 47.25  receiver of the share of the distributions due or to become due 
 47.26  to the judgment debtor in respect of the partnership and make 
 47.27  all other orders, directions, accounts, and inquiries the 
 47.28  judgment debtor might have made or which the circumstances of 
 47.29  the case may require to give effect to the charging order. 
 47.30     (b) A charging order constitutes a lien on the judgment 
 47.31  debtor's transferable interest.  The court may order a 
 47.32  foreclosure upon the interest subject to the charging order at 
 47.33  any time.  The purchaser at the foreclosure sale has the rights 
 47.34  of a transferee. 
 47.35     (c) At any time before foreclosure, an interest charged may 
 47.36  be redeemed: 
 48.1      (1) by the judgment debtor; 
 48.2      (2) with property other than limited partnership property, 
 48.3   by one or more of the other partners; or 
 48.4      (3) with limited partnership property, by the limited 
 48.5   partnership with the consent of all partners whose interests are 
 48.6   not so charged. 
 48.7      (d) This chapter does not deprive any partner or transferee 
 48.8   of the benefit of any exemption laws applicable to the partner's 
 48.9   or transferee's transferable interest. 
 48.10     (e) This section provides the exclusive remedy by which a 
 48.11  judgment creditor of a partner or transferee may satisfy a 
 48.12  judgment out of the judgment debtor's transferable interest. 
 48.13     Sec. 61.  [321.704] [POWER OF ESTATE OF DECEASED PARTNER.] 
 48.14     If a partner dies, the deceased partner's personal 
 48.15  representative or other legal representative may exercise the 
 48.16  rights of a transferee as provided in section 321.702 and, for 
 48.17  the purposes of settling the estate, may exercise the rights of 
 48.18  a current limited partner under section 321.304. 
 48.19                             ARTICLE 8 
 48.20                             DISSOLUTION 
 48.21     Sec. 62.  [321.801] [NONJUDICIAL DISSOLUTION.] 
 48.22     Except as otherwise provided in section 321.802, a limited 
 48.23  partnership is dissolved, and its activities must be wound up, 
 48.24  only upon the occurrence of any of the following: 
 48.25     (1) the happening of an event specified in the partnership 
 48.26  agreement; 
 48.27     (2) the consent of all general partners and of limited 
 48.28  partners owning a majority of the rights to receive 
 48.29  distributions as limited partners at the time the consent is to 
 48.30  be effective; 
 48.31     (3) after the dissociation of a person as a general partner:
 48.32     (A) if the limited partnership has at least one remaining 
 48.33  general partner, the consent to dissolve the limited partnership 
 48.34  given within 90 days after the dissociation by partners owning a 
 48.35  majority of the rights to receive distributions as partners at 
 48.36  the time the consent is to be effective; or 
 49.1      (B) if the limited partnership does not have a remaining 
 49.2   general partner, the passage of 90 days after the dissociation, 
 49.3   unless before the end of the period: 
 49.4      (i) consent to continue the activities of the limited 
 49.5   partnership and admit at least one general partner is given by 
 49.6   limited partners owning a majority of the rights to receive 
 49.7   distributions as limited partners at the time the consent is to 
 49.8   be effective; and 
 49.9      (ii) at least one person is admitted as a general partner 
 49.10  in accordance with the consent; 
 49.11     (4) the passage of 90 days after the dissociation of the 
 49.12  limited partnership's last limited partner, unless before the 
 49.13  end of the period the limited partnership admits at least one 
 49.14  limited partner; or 
 49.15     (5) the signing and filing of a declaration of dissolution 
 49.16  by the secretary of state under section 321.809(c). 
 49.17     Sec. 63.  [321.802] [JUDICIAL DISSOLUTION.] 
 49.18     On application by a partner the district court may order 
 49.19  dissolution of a limited partnership if it is not reasonably 
 49.20  practicable to carry on the activities of the limited 
 49.21  partnership in conformity with the partnership agreement. 
 49.22     Sec. 64.  [321.803] [WINDING UP.] 
 49.23     (a) A limited partnership continues after dissolution only 
 49.24  for the purpose of winding up its activities. 
 49.25     (b) In winding up its activities, the limited partnership: 
 49.26     (1) may amend its certificate of limited partnership to 
 49.27  state that the limited partnership is dissolved, preserve the 
 49.28  limited partnership business or property as a going concern for 
 49.29  a reasonable time, prosecute and defend actions and proceedings, 
 49.30  whether civil, criminal, or administrative, transfer the limited 
 49.31  partnership's property, settle disputes by mediation or 
 49.32  arbitration, file a statement of termination as provided in 
 49.33  section 321.203, and perform other necessary acts; and 
 49.34     (2) shall discharge the limited partnership's liabilities, 
 49.35  settle and close the limited partnership's activities, and 
 49.36  marshal and distribute the assets of the partnership. 
 50.1      (c) If a dissolved limited partnership does not have a 
 50.2   general partner, a person to wind up the dissolved limited 
 50.3   partnership's activities may be appointed by the consent of 
 50.4   limited partners owning a majority of the rights to receive 
 50.5   distributions as limited partners at the time the consent is to 
 50.6   be effective.  A person appointed under this subsection: 
 50.7      (1) has the powers of a general partner under section 
 50.8   321.804; and 
 50.9      (2) shall promptly amend the certificate of limited 
 50.10  partnership to state: 
 50.11     (A) that the limited partnership does not have a general 
 50.12  partner; 
 50.13     (B) the name of the person that has been appointed to wind 
 50.14  up the limited partnership; and 
 50.15     (C) the street and mailing address of the person. 
 50.16     (d) On the application of any partner, the district court 
 50.17  may order judicial supervision of the winding up, including the 
 50.18  appointment of a person to wind up the dissolved limited 
 50.19  partnership's activities, if: 
 50.20     (1) a limited partnership does not have a general partner 
 50.21  and within a reasonable time following the dissolution no person 
 50.22  has been appointed pursuant to subsection (c); or 
 50.23     (2) the applicant establishes other good cause. 
 50.24     Sec. 65.  [321.804] [POWER OF GENERAL PARTNER AND PERSON 
 50.25  DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER 
 50.26  DISSOLUTION.] 
 50.27     (a) A limited partnership is bound by a general partner's 
 50.28  act after dissolution which: 
 50.29     (1) is appropriate for winding up the limited partnership's 
 50.30  activities; or 
 50.31     (2) would have bound the limited partnership under section 
 50.32  321.402 before dissolution, if, at the time the other party 
 50.33  enters into the transaction, the other party does not have 
 50.34  notice of the dissolution. 
 50.35     (b) A person dissociated as a general partner binds a 
 50.36  limited partnership through an act occurring after dissolution 
 51.1   if: 
 51.2      (1) at the time the other party enters into the transaction:
 51.3      (A) less than two years has passed since the dissociation; 
 51.4   and 
 51.5      (B) the other party does not have notice of the 
 51.6   dissociation and reasonably believes that the person is a 
 51.7   general partner; and 
 51.8      (2) the act: 
 51.9      (A) is appropriate for winding up the limited partnership's 
 51.10  activities; or 
 51.11     (B) would have bound the limited partnership under section 
 51.12  321.402 before dissolution and at the time the other party 
 51.13  enters into the transaction the other party does not have notice 
 51.14  of the dissolution. 
 51.15     Sec. 66.  [321.805] [LIABILITY AFTER DISSOLUTION OF GENERAL 
 51.16  PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED 
 51.17  PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS 
 51.18  GENERAL PARTNER.] 
 51.19     (a) If a general partner having knowledge of the 
 51.20  dissolution causes a limited partnership to incur an obligation 
 51.21  under section 321.804(a) by an act that is not appropriate for 
 51.22  winding up the partnership's activities, the general partner is 
 51.23  liable: 
 51.24     (1) to the limited partnership for any damage caused to the 
 51.25  limited partnership arising from the obligation; and 
 51.26     (2) if another general partner or a person dissociated as a 
 51.27  general partner is liable for the obligation, to that other 
 51.28  general partner or person for any damage caused to that other 
 51.29  general partner or person arising from the liability. 
 51.30     (b) If a person dissociated as a general partner causes a 
 51.31  limited partnership to incur an obligation under section 
 51.32  321.804(b), the person is liable: 
 51.33     (1) to the limited partnership for any damage caused to the 
 51.34  limited partnership arising from the obligation; and 
 51.35     (2) if a general partner or another person dissociated as a 
 51.36  general partner is liable for the obligation, to the general 
 52.1   partner or other person for any damage caused to the general 
 52.2   partner or other person arising from the liability. 
 52.3      Sec. 67.  [321.806] [KNOWN CLAIMS AGAINST DISSOLVED LIMITED 
 52.4   PARTNERSHIP.] 
 52.5      (a) A dissolved limited partnership may dispose of the 
 52.6   known claims against it by following the procedure described in 
 52.7   subsection (b). 
 52.8      (b) A dissolved limited partnership may notify its known 
 52.9   claimants of the dissolution in a record.  The notice must: 
 52.10     (1) specify the information required to be included in a 
 52.11  claim; 
 52.12     (2) provide a mailing address to which the claim is to be 
 52.13  sent; 
 52.14     (3) state the deadline for receipt of the claim, which may 
 52.15  not be less than 120 days after the date the notice is received 
 52.16  by the claimant; 
 52.17     (4) state that the claim will be barred if not received by 
 52.18  the deadline; and 
 52.19     (5) unless the limited partnership has been at each moment 
 52.20  during its existence either a limited liability limited 
 52.21  partnership or a limited partnership that is a limited liability 
 52.22  limited partnership under chapter 322A, state that the barring 
 52.23  of a claim against the limited partnership will also bar any 
 52.24  corresponding claim against any general partner or person 
 52.25  dissociated as a general partner which is based on section 
 52.26  321.404. 
 52.27     (c) A claim against a dissolved limited partnership is 
 52.28  barred if the requirements of subsection (b) are met and: 
 52.29     (1) the claim is not received by the specified deadline; or 
 52.30     (2) in the case of a claim that is timely received but 
 52.31  rejected by the dissolved limited partnership, the claimant does 
 52.32  not commence an action to enforce the claim against the limited 
 52.33  partnership within 90 days after the receipt of the notice of 
 52.34  the rejection. 
 52.35     (d) This section does not apply to a claim based on an 
 52.36  event occurring after the effective date of dissolution or a 
 53.1   liability that is contingent on that date. 
 53.2      Sec. 68.  [321.807] [OTHER CLAIMS AGAINST DISSOLVED LIMITED 
 53.3   PARTNERSHIPS.] 
 53.4      (a) A dissolved limited partnership may publish notice of 
 53.5   its dissolution and request persons having claims against the 
 53.6   limited partnership to present them in accordance with the 
 53.7   notice. 
 53.8      (b) The notice must: 
 53.9      (1) be published at least once in a newspaper of general 
 53.10  circulation in the county in which the dissolved limited 
 53.11  partnership's principal office is located or, if it has none in 
 53.12  this state, in the county in which the limited partnership's 
 53.13  designated office is or was last located; 
 53.14     (2) describe the information required to be contained in a 
 53.15  claim and provide a mailing address to which the claim is to be 
 53.16  sent; 
 53.17     (3) state that a claim against the limited partnership is 
 53.18  barred unless an action to enforce the claim is commenced within 
 53.19  five years after publication of the notice; and 
 53.20     (4) unless the limited partnership has been at each moment 
 53.21  during its existence either a limited liability limited 
 53.22  partnership or a limited liability limited partnership under 
 53.23  chapter 322A, state that the barring of a claim against the 
 53.24  limited partnership will also bar any corresponding claim 
 53.25  against any general partner or person dissociated as a general 
 53.26  partner which is based on section 321.404. 
 53.27     (c) If a dissolved limited partnership publishes a notice 
 53.28  in accordance with subsection (b), the claim of each of the 
 53.29  following claimants is barred unless the claimant commences an 
 53.30  action to enforce the claim against the dissolved limited 
 53.31  partnership within five years after the publication date of the 
 53.32  notice: 
 53.33     (1) a claimant that did not receive notice in a record 
 53.34  under section 321.806; 
 53.35     (2) a claimant whose claim was timely sent to the dissolved 
 53.36  limited partnership but not acted on; and 
 54.1      (3) a claimant whose claim is contingent or based on an 
 54.2   event occurring after the effective date of dissolution. 
 54.3      (d) A claim not barred under this section may be enforced: 
 54.4      (1) against the dissolved limited partnership, to the 
 54.5   extent of its undistributed assets; 
 54.6      (2) if the assets have been distributed in liquidation, 
 54.7   against a partner or transferee to the extent of that person's 
 54.8   proportionate share of the claim or the limited partnership's 
 54.9   assets distributed to the partner or transferee in liquidation, 
 54.10  whichever is less, but a person's total liability for all claims 
 54.11  under this paragraph does not exceed the total amount of assets 
 54.12  distributed to the person as part of the winding up of the 
 54.13  dissolved limited partnership; or 
 54.14     (3) against any person liable on the claim under section 
 54.15  321.404. 
 54.16     Sec. 69.  [321.808] [LIABILITY OF GENERAL PARTNER AND 
 54.17  PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED 
 54.18  PARTNERSHIP BARRED.] 
 54.19     If a claim against a dissolved limited partnership is 
 54.20  barred under section 321.806 or 321.807, any corresponding claim 
 54.21  under section 321.404 is also barred. 
 54.22     Sec. 70.  [321.809] [ADMINISTRATIVE DISSOLUTION.] 
 54.23     (a) A limited partnership that has failed to deliver for 
 54.24  filing a registration pursuant to the requirements of section 
 54.25  321.210 must be dissolved by the secretary of state as described 
 54.26  in this section. 
 54.27     (b) If the limited partnership has not filed the delinquent 
 54.28  registration, the secretary of state must issue a certificate of 
 54.29  administrative dissolution and the certificate must be filed in 
 54.30  the Office of the Secretary of State.  The secretary of state 
 54.31  must annually inform the attorney general and the commissioner 
 54.32  of revenue of the methods by which the names of limited 
 54.33  partnerships administratively dissolved under this section 
 54.34  during the preceding year may be determined.  The secretary of 
 54.35  state must also make available in an electronic format the names 
 54.36  of the administratively dissolved limited partnerships. 
 55.1      (c) A limited partnership administratively dissolved 
 55.2   continues its existence but may carry on only activities 
 55.3   necessary to wind up its activities and liquidate its assets 
 55.4   under sections 321.803 and 321.812 and to notify claimants under 
 55.5   sections 321.806 and 321.807. 
 55.6      (d) The administrative dissolution of a limited partnership 
 55.7   does not terminate the authority of its agent for service of 
 55.8   process. 
 55.9      Sec. 71.  [321.810] [REINSTATEMENT FOLLOWING ADMINISTRATIVE 
 55.10  DISSOLUTION.] 
 55.11     (a) A limited partnership that has been administratively 
 55.12  dissolved may apply to the secretary of state for reinstatement 
 55.13  after the effective date of dissolution.  The application must 
 55.14  be delivered to the secretary of state for filing and state: 
 55.15     (1) the name of the limited partnership and the effective 
 55.16  date of its administrative dissolution; 
 55.17     (2) that the grounds for dissolution either did not exist 
 55.18  or have been eliminated; and 
 55.19     (3) that the limited partnership's name satisfies the 
 55.20  requirements of section 321.108. 
 55.21     The application must also include any documents that were 
 55.22  required to be delivered for filing to the secretary of state 
 55.23  but which were not so delivered. 
 55.24     (b) If the secretary of state determines that an 
 55.25  application contains the information required by subsection (a) 
 55.26  and that the information is correct and the application includes 
 55.27  the appropriate fee, the secretary of state shall file the 
 55.28  reinstatement application and serve the limited partnership with 
 55.29  a copy. 
 55.30     (c) When reinstatement becomes effective, it relates back 
 55.31  to and takes effect as of the effective date of the 
 55.32  administrative dissolution and the limited partnership may 
 55.33  resume its activities as if the administrative dissolution had 
 55.34  never occurred, except that for the purposes of section 
 55.35  321.103(c) and (d) the reinstatement is effective only as of the 
 55.36  date the reinstatement is filed. 
 56.1      Sec. 72.  [321.812] [DISPOSITION OF ASSETS; WHEN 
 56.2   CONTRIBUTIONS REQUIRED.] 
 56.3      (a) In winding up a limited partnership's activities, the 
 56.4   assets of the limited partnership, including the contributions 
 56.5   required by this section, must be applied to satisfy the limited 
 56.6   partnership's obligations to creditors, including, to the extent 
 56.7   permitted by law, partners that are creditors. 
 56.8      (b) Any surplus remaining after the limited partnership 
 56.9   complies with subsection (a) must be paid in cash as a 
 56.10  distribution. 
 56.11     (c) If a limited partnership's assets are insufficient to 
 56.12  satisfy all of its obligations under subsection (a), with 
 56.13  respect to each unsatisfied obligation incurred when the limited 
 56.14  partnership was neither a limited liability limited partnership 
 56.15  nor a limited partnership that is a limited liability limited 
 56.16  partnership under chapter 322A, the following rules apply: 
 56.17     (1) Each person that was a general partner when the 
 56.18  obligation was incurred and that has not bee released from the 
 56.19  obligation under section 321.607 shall contribute to the limited 
 56.20  partnership for the purpose of enabling the limited partnership 
 56.21  to satisfy the obligation.  The contribution due from each of 
 56.22  those persons is in proportion to the right to receive 
 56.23  distributions in the capacity of general partner in effect for 
 56.24  each of those persons when the obligation was incurred. 
 56.25     (2) If a person does not contribute the full amount 
 56.26  required under paragraph (1) with respect to an unsatisfied 
 56.27  obligation of the limited partnership, the other persons 
 56.28  required to contribute by paragraph (1) on account of the 
 56.29  obligation shall contribute the additional amount necessary to 
 56.30  discharge the obligation.  The additional contribution due from 
 56.31  each of those other persons is in proportion to the right to 
 56.32  receive distributions in the capacity of general partner in 
 56.33  effect for each of those other persons when the obligation was 
 56.34  incurred. 
 56.35     (3) If a person does not make the additional contribution 
 56.36  required by paragraph (2), further additional contributions are 
 57.1   determined and due in the same manner as provided in that 
 57.2   paragraph. 
 57.3      (d) A person that makes an additional contribution under 
 57.4   subsection (c)(2) or (3) may recover from any person whose 
 57.5   failure to contribute under subsection (c)(1) or (2) 
 57.6   necessitated the additional contribution.  A person may not 
 57.7   recover under this subsection more than the amount additionally 
 57.8   contributed.  A person's liability under this subsection may not 
 57.9   exceed the amount the person failed to contribute. 
 57.10     (e) The estate of a deceased individual is liable for the 
 57.11  person's obligations under this section. 
 57.12     (f) An assignee for the benefit of creditors of a limited 
 57.13  partnership or a partner, or a person appointed by a court to 
 57.14  represent creditors of a limited partnership or a partner, may 
 57.15  enforce a person's obligation to contribute under subsection (c).
 57.16                             ARTICLE 9 
 57.17                    FOREIGN LIMITED PARTNERSHIPS 
 57.18     Sec. 73.  [321.901] [GOVERNING LAW.] 
 57.19     (a) The laws of the state or other jurisdiction under which 
 57.20  a foreign limited partnership is organized govern relations 
 57.21  among the partners of the foreign limited partnership and 
 57.22  between the partners and the foreign limited partnership and the 
 57.23  liability of partners as partners for an obligation of the 
 57.24  foreign limited partnership. 
 57.25     (b) A foreign limited partnership may not be denied a 
 57.26  certificate of authority by reason of any difference between the 
 57.27  laws of the jurisdiction under which the foreign limited 
 57.28  partnership is organized and the laws of this state. 
 57.29     (c) A certificate of authority does not authorize a foreign 
 57.30  limited partnership to engage in any business or exercise any 
 57.31  power that a limited partnership may not engage in or exercise 
 57.32  in this state. 
 57.33     Sec. 74.  [321.902] [APPLICATION FOR CERTIFICATE OF 
 57.34  AUTHORITY.] 
 57.35     (a) A foreign limited partnership may apply for a 
 57.36  certificate of authority to transact business in this state by 
 58.1   delivering an application to the secretary of state for filing.  
 58.2   The application must state: 
 58.3      (1) the name of the foreign limited partnership and, if the 
 58.4   name does not comply with section 321.108, an alternate name 
 58.5   adopted pursuant to section 321.905(a); 
 58.6      (2) the name of the state or other jurisdiction under whose 
 58.7   law the foreign limited partnership is organized; 
 58.8      (3) the street and mailing address of the foreign limited 
 58.9   partnership's principal office and, if the laws of the 
 58.10  jurisdiction under which the foreign limited partnership is 
 58.11  organized require the foreign limited partnership to maintain an 
 58.12  office in that jurisdiction, the street and mailing address of 
 58.13  the required office; 
 58.14     (4) the name and street and mailing address of the foreign 
 58.15  limited partnership's initial agent for service of process in 
 58.16  this state; 
 58.17     (5) the name and street and mailing address of each of the 
 58.18  foreign limited partnership's general partners; and 
 58.19     (6) whether the foreign limited partnership is a foreign 
 58.20  limited liability limited partnership. 
 58.21     (b) A foreign limited partnership shall deliver with the 
 58.22  completed application a certificate of existence or a record of 
 58.23  similar import signed by the secretary of state or other 
 58.24  official having custody of the foreign limited partnership's 
 58.25  publicly filed records in the state or other jurisdiction under 
 58.26  whose law the foreign limited partnership is organized. 
 58.27     Sec. 75.  [321.903] [ACTIVITIES NOT CONSTITUTING 
 58.28  TRANSACTING BUSINESS.] 
 58.29     (a) Activities of a foreign limited partnership which do 
 58.30  not constitute transacting business in this state within the 
 58.31  meaning of this article include: 
 58.32     (1) maintaining, defending, and settling an action or 
 58.33  proceeding; 
 58.34     (2) holding meetings of its partners or carrying on any 
 58.35  other activity concerning its internal affairs; 
 58.36     (3) maintaining accounts in financial institutions; 
 59.1      (4) maintaining offices or agencies for the transfer, 
 59.2   exchange, and registration of the foreign limited partnership's 
 59.3   own securities or maintaining trustees or depositories with 
 59.4   respect to those securities; 
 59.5      (5) selling through independent contractors; 
 59.6      (6) soliciting or obtaining orders, whether by mail or 
 59.7   electronic means or through employees or agents or otherwise, if 
 59.8   the orders require acceptance outside this state before they 
 59.9   become contracts; 
 59.10     (7) creating or acquiring indebtedness, mortgages, or 
 59.11  security interests in real or personal property; 
 59.12     (8) securing or collecting debts or enforcing mortgages or 
 59.13  other security interests in property securing the debts, and 
 59.14  holding, protecting, and maintaining property so acquired; 
 59.15     (9) conducting an isolated transaction that is completed 
 59.16  within 30 days and is not one in the course of similar 
 59.17  transactions of a like manner; and 
 59.18     (10) transacting business in interstate commerce. 
 59.19     (b) For purposes of this article, the ownership in this 
 59.20  state of income-producing real property or tangible personal 
 59.21  property, other than property excluded under subsection (a), 
 59.22  constitutes transacting business in this state. 
 59.23     (c) This section does not apply in determining the contacts 
 59.24  or activities that may subject a foreign limited partnership to 
 59.25  service of process, taxation, or regulation under any other law 
 59.26  of this state. 
 59.27     Sec. 76.  [321.904] [FILING OF CERTIFICATE OF AUTHORITY.] 
 59.28     Unless the secretary of state determines that an 
 59.29  application for a certificate of authority does not comply with 
 59.30  the filing requirements of this chapter, the secretary of state, 
 59.31  upon payment of all filing fees, shall file the application, 
 59.32  prepare, sign and file a certificate of authority to transact 
 59.33  business in this state, and send a copy of the filed certificate 
 59.34  to the foreign limited partnership or its representative. 
 59.35     Sec. 77.  [321.905] [NONCOMPLYING NAME OF FOREIGN LIMITED 
 59.36  PARTNERSHIP.] 
 60.1      (a) A foreign limited partnership whose name does not 
 60.2   comply with section 321.108 may not obtain a certificate of 
 60.3   authority until it adopts, for the purpose of transacting 
 60.4   business in this state, an alternate name that complies with 
 60.5   section 321.108.  A foreign limited partnership that adopts an 
 60.6   alternate name under this subsection and then obtains a 
 60.7   certificate of authority with the name need not comply with 
 60.8   sections 333.01 to 333.06.  After obtaining a certificate of 
 60.9   authority with an alternate name, a foreign limited partnership 
 60.10  shall transact business in this state under the name unless the 
 60.11  foreign limited partnership is authorized under sections 333.01 
 60.12  to 333.06 to transact business in this state under another name. 
 60.13     (b) If a foreign limited partnership authorized to transact 
 60.14  business in this state changes its name to one that does not 
 60.15  comply with section 321.108, it may not thereafter transact 
 60.16  business in this state until it complies with subsection (a) and 
 60.17  obtains an amended certificate of authority. 
 60.18     Sec. 78.  [321.906] [REVOCATION OF CERTIFICATE OF 
 60.19  AUTHORITY.] 
 60.20     (a) A foreign limited partnership that has failed to 
 60.21  deliver for filing a registration pursuant to the requirements 
 60.22  of section 321.210 must have its certificate of authority to 
 60.23  transact business in Minnesota revoked as described in this 
 60.24  section. 
 60.25     (b) If the foreign limited partnership has not filed the 
 60.26  delinquent registration, the secretary of state must issue a 
 60.27  certificate of revocation and the certificate must be filed in 
 60.28  the Office of the Secretary of State.  The secretary of state 
 60.29  must annually inform the attorney general and the commissioner 
 60.30  of revenue of the methods by which the names of limited 
 60.31  partnerships whose certificates of authority have been revoked 
 60.32  under this section during the preceding year may be determined.  
 60.33  The secretary of state must also make available in an electronic 
 60.34  format the names of the foreign limited partnerships whose 
 60.35  certificates have been revoked. 
 60.36     Sec. 79.  [321.907] [CANCELLATION OF CERTIFICATE OF 
 61.1   AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.] 
 61.2      (a) In order to cancel its certificate of authority to 
 61.3   transact business in this state, a foreign limited partnership 
 61.4   must deliver to the secretary of state for filing a notice of 
 61.5   cancellation.  The certificate is canceled when the notice 
 61.6   becomes effective under section 321.206. 
 61.7      (b) A foreign limited partnership transacting business in 
 61.8   this state may not maintain an action or proceeding in this 
 61.9   state unless it has a certificate of authority to transact 
 61.10  business in this state. 
 61.11     (c) The failure of a foreign limited partnership to have a 
 61.12  certificate of authority to transact business in this state does 
 61.13  not impair the validity of a contract or act of the foreign 
 61.14  limited partnership or prevent the foreign limited partnership 
 61.15  from defending an action or proceeding in this state. 
 61.16     (d) A partner of a foreign limited partnership is not 
 61.17  liable for the obligations of the foreign limited partnership 
 61.18  solely by reason of the foreign limited partnership's having 
 61.19  transacted business in this state without a certificate of 
 61.20  authority. 
 61.21     (e) If a foreign limited partnership transacts business in 
 61.22  this state without a certificate of authority or cancels its 
 61.23  certificate of authority, it appoints the secretary of state as 
 61.24  its agent for service of process for rights of action arising 
 61.25  out of the transaction of business in this state. 
 61.26     Sec. 80.  [321.908] [ACTION BY ATTORNEY GENERAL.] 
 61.27     The attorney general may maintain an action to restrain a 
 61.28  foreign limited partnership from transacting business in this 
 61.29  state in violation of this article. 
 61.30                             ARTICLE 10 
 61.31                        ACTIONS BY PARTNERS 
 61.32     Sec. 81.  [321.1001] [DIRECT ACTION BY PARTNER.] 
 61.33     (a) Subject to subsection (b), a partner may maintain a 
 61.34  direct action against the limited partnership or another partner 
 61.35  for legal or equitable relief, with or without an accounting as 
 61.36  to the partnership's activities, to enforce the rights and 
 62.1   otherwise protect the interests of the partner, including rights 
 62.2   and interests under the partnership agreement of this chapter or 
 62.3   arising independently of the partnership relationship. 
 62.4      (b) A partner commencing a direct action under this section 
 62.5   is required to plead and prove an actual or threatened injury 
 62.6   that is not solely the result of an injury suffered or 
 62.7   threatened to be suffered by the limited partnership. 
 62.8      (c) The accrual of, and any time limitation on, a right of 
 62.9   action for a remedy under this section is governed by other 
 62.10  law.  A right to an accounting upon a dissolution and winding up 
 62.11  does not revive a claim barred by law. 
 62.12     Sec. 82.  [321.1002] [DERIVATIVE ACTION.] 
 62.13     A partner may maintain a derivative action to enforce a 
 62.14  right of a limited partnership if: 
 62.15     (1) the partner first makes a demand on the general 
 62.16  partners, requesting that they cause the limited partnership to 
 62.17  bring an action to enforce the right, and the general partners 
 62.18  do not bring the action within a reasonable time; or 
 62.19     (2) a demand would be futile. 
 62.20     Sec. 83.  [321.1003] [PROPER PLAINTIFF.] 
 62.21     A derivative action may be maintained only by a person that 
 62.22  is a partner at the time the action is commenced and: 
 62.23     (1) that was a partner when the conduct giving rise to the 
 62.24  action occurred; or 
 62.25     (2) whose status as a partner devolved upon the person by 
 62.26  operation of law or pursuant to the terms of the partnership 
 62.27  agreement from a person that was a partner at the time of the 
 62.28  conduct. 
 62.29     Sec. 84.  [321.1004] [PLEADING.] 
 62.30     In a derivative action, the complaint must state with 
 62.31  particularity: 
 62.32     (1) the date and content of plaintiff's demand and the 
 62.33  general partners' response to the demand; or 
 62.34     (2) why demand should be excused as futile. 
 62.35     Sec. 85.  [321.1005] [PROCEEDS AND EXPENSES.] 
 62.36     (a) Except as otherwise provided in subsection (b): 
 63.1      (1) any proceeds or other benefits of a derivative action, 
 63.2   whether by judgment, compromise, or settlement, belong to the 
 63.3   limited partnership and not to the derivative plaintiff; 
 63.4      (2) if the derivative plaintiff receives any proceeds, the 
 63.5   derivative plaintiff shall immediately remit them to the limited 
 63.6   partnership. 
 63.7      (b) If a derivative action is successful in whole or in 
 63.8   part, the court may award the plaintiff reasonable expenses, 
 63.9   including reasonable attorney's fees, from the recovery of the 
 63.10  limited partnership. 
 63.11                             ARTICLE 11 
 63.12                       CONVERSION AND MERGER 
 63.13     Sec. 86.  [321.1101] [DEFINITIONS.] 
 63.14     In this article: 
 63.15     (1) "Constituent limited partnership" means a constituent 
 63.16  organization that is a limited partnership. 
 63.17     (2) "Constituent organization" means an organization that 
 63.18  is party to a merger. 
 63.19     (3) "Converted organization" means the organization into 
 63.20  which a converting organization converts pursuant to sections 
 63.21  321.1102 through 321.1105. 
 63.22     (4) "Converting limited partnership" means a converting 
 63.23  organization that is a limited partnership. 
 63.24     (5) "Converting organization" means an organization that 
 63.25  converts into another organization pursuant to section 321.1102. 
 63.26     (6) "General partner" means a general partner of a limited 
 63.27  partnership. 
 63.28     (7) "Governing statute" of an organization means the 
 63.29  statute that governs the organization's internal affairs. 
 63.30     (8) "Organization" means a general partnership, including a 
 63.31  limited liability partnership; limited partnership, including a 
 63.32  limited liability limited partnership; limited liability 
 63.33  company; business trust; corporation; or any other person having 
 63.34  a governing statute.  The term includes domestic and foreign 
 63.35  organizations whether or not organized for profit. 
 63.36     (9) "Organizational documents" means: 
 64.1      (A) for a domestic or foreign general partnership, its 
 64.2   partnership agreement; 
 64.3      (B) for a limited partnership or foreign limited 
 64.4   partnership, its certificate of limited partnership and 
 64.5   partnership agreement; 
 64.6      (C) for a domestic or foreign limited liability company, 
 64.7   its articles of organization and operating agreement, or 
 64.8   comparable records as provided in its governing statute; 
 64.9      (D) for a business trust, its agreement of trust and 
 64.10  declaration of trust; 
 64.11     (E) for a domestic or foreign corporation for profit, its 
 64.12  articles of incorporation, bylaws, and other agreements among 
 64.13  its shareholders which are authorized by its governing statute, 
 64.14  or comparable records as provided in its governing statute; and 
 64.15     (F) for any other organization, the basic records that 
 64.16  create the organization and determine its internal governance 
 64.17  and the relations among the persons that own it, have an 
 64.18  interest in it, or are members of it. 
 64.19     (10) "Personal liability" means personal liability for a 
 64.20  debt, liability, or other obligation of an organization which is 
 64.21  imposed on a person that co-owns, has an interest in, or is a 
 64.22  member of the organization: 
 64.23     (A) by the organization's governing statute solely by 
 64.24  reason of the person co-owning, having an interest in, or being 
 64.25  a member of the organization; or 
 64.26     (B) by the organization's organizational documents under a 
 64.27  provision of the organization's governing statute authorizing 
 64.28  those documents to make one or more specified persons liable for 
 64.29  all or specified debts, liabilities, and other obligations of 
 64.30  the organization solely by reason of the person or persons 
 64.31  co-owning, having an interest in, or being a member of the 
 64.32  organization. 
 64.33     (11) "Surviving organization" means an organization into 
 64.34  which one or more other organizations are merged.  A surviving 
 64.35  organization may preexist the merger or be created by the merger.
 64.36     Sec. 87.  [321.1102] [CONVERSION.] 
 65.1      (a) An organization other than a limited partnership may 
 65.2   convert to a limited partnership, and a limited partnership may 
 65.3   convert to another organization pursuant to this section and 
 65.4   sections 321.1103 through 321.1105 and a plan of conversion, if: 
 65.5      (1) the other organization's governing statute authorizes 
 65.6   the conversion; 
 65.7      (2) the conversion is not prohibited by the law of the 
 65.8   jurisdiction that enacted the governing statute; and 
 65.9      (3) the other organization complies with its governing 
 65.10  statute in effecting the conversion. 
 65.11     (b) A plan of conversion must be in a record and must 
 65.12  include: 
 65.13     (1) the name and form of the organization before 
 65.14  conversion; 
 65.15     (2) the name and form of the organization after conversion; 
 65.16  and 
 65.17     (3) the terms and conditions of the conversion, including 
 65.18  the manner and basis for converting interests in the converting 
 65.19  organization into any combination of money, interests in the 
 65.20  converted organization, and other consideration; and 
 65.21     (4) the organizational documents of the converted 
 65.22  organization. 
 65.23     Sec. 88.  [321.1103] [ACTION ON PLAN OF CONVERSION BY 
 65.24  CONVERTING LIMITED PARTNERSHIP.] 
 65.25     (a) Subject to section 321.1110, a plan of conversion must 
 65.26  be consented to by all the partners of a converting limited 
 65.27  partnership. 
 65.28     (b) Subject to section 321.1110 and any contractual rights, 
 65.29  after a conversion is approved, and at any time before a filing 
 65.30  is made under section 321.1104, a converting limited partnership 
 65.31  may amend the plan or abandon the planned conversion: 
 65.32     (1) as provided in the plan; and 
 65.33     (2) except as prohibited by the plan, by the same consent 
 65.34  as was required to approve the plan. 
 65.35     Sec. 89.  [321.1104] [FILINGS REQUIRED FOR CONVERSION; 
 65.36  EFFECTIVE DATE.] 
 66.1      (a) After a plan of conversion is approved: 
 66.2      (1) a converting limited partnership shall deliver to the 
 66.3   secretary of state for filing articles of conversion, which must 
 66.4   include: 
 66.5      (A) a statement that the limited partnership has been 
 66.6   converted into another organization; 
 66.7      (B) the name and form of the organization and the 
 66.8   jurisdiction of its governing statute; 
 66.9      (C) the date the conversion is effective under the 
 66.10  governing statute of the converted organization; 
 66.11     (D) a statement that the conversion was approved as 
 66.12  required by this chapter; 
 66.13     (E) a statement that the conversion was approved as 
 66.14  required by the governing statute of the converted organization; 
 66.15  and 
 66.16     (F) if the converted organization is a foreign organization 
 66.17  not authorized to transact business in this state, the street 
 66.18  and mailing address of an office which the secretary of state 
 66.19  may use for the purposes of section 321.1105(c); and 
 66.20     (2) if the converting organization is not a converting 
 66.21  limited partnership, the converting organization shall deliver 
 66.22  to the secretary of state for filing a certificate of limited 
 66.23  partnership, which must include, in addition to the information 
 66.24  required by section 321.201: 
 66.25     (A) a statement that the limited partnership was converted 
 66.26  from another organization; 
 66.27     (B) the name and form of the organization and the 
 66.28  jurisdiction of its governing statute; and 
 66.29     (C) a statement that the conversion was approved in a 
 66.30  manner that complied with the organization's governing statute. 
 66.31     (b) A conversion becomes effective: 
 66.32     (1) if the converted organization is a limited partnership, 
 66.33  when the certificate of limited partnership takes effect; and 
 66.34     (2) if the converted organization is not a limited 
 66.35  partnership, as provided by the governing statute of the 
 66.36  converted organization. 
 67.1      Sec. 90.  [321.1105] [EFFECT OF CONVERSION.] 
 67.2      (a) An organization that has been converted pursuant to 
 67.3   this article is for all purposes the same entity that existed 
 67.4   before the conversion. 
 67.5      (b) When a conversion takes effect: 
 67.6      (1) all property owned by the converting organization 
 67.7   remains vested in the converted organization; 
 67.8      (2) all debts, liabilities, and other obligations of the 
 67.9   converting organization continue as obligations of the converted 
 67.10  organization; 
 67.11     (3) an action or proceeding pending by or against the 
 67.12  converting organization may be continued as if the conversion 
 67.13  had not occurred; 
 67.14     (4) except as prohibited by other law, all of the rights, 
 67.15  privileges, immunities, powers, and purposes of the converting 
 67.16  organization remain vested in the converted organization; 
 67.17     (5) except as otherwise provided in the plan of conversion, 
 67.18  the terms and conditions of the plan of conversion take effect; 
 67.19  and 
 67.20     (6) except as otherwise agreed, the conversion does not 
 67.21  dissolve a converting limited partnership for the purposes of 
 67.22  article 8. 
 67.23     (c) A converted organization that is a foreign organization 
 67.24  consents to the jurisdiction of the courts of this state to 
 67.25  enforce any obligation owed by the converting limited 
 67.26  partnership, if before the conversion the converting limited 
 67.27  partnership was subject to suit in this state on the 
 67.28  obligation.  A converted organization that is a foreign 
 67.29  organization and not authorized to transact business in this 
 67.30  state appoints the secretary of state as its agent for service 
 67.31  of process for purposes of enforcing an obligation under this 
 67.32  subsection.  Service on the secretary of state under this 
 67.33  subsection is made in the same manner and with the same 
 67.34  consequences as in section 321.117(c) and (d). 
 67.35     Sec. 91.  [321.1106] [MERGER.] 
 67.36     (a) A limited partnership may merge with one or more other 
 68.1   constituent organizations pursuant to this section and sections 
 68.2   321.1107 through 321.1109 and a plan of merger, if: 
 68.3      (1) the governing statute of each of the other 
 68.4   organizations authorizes the merger; 
 68.5      (2) the merger is not prohibited by the law of a 
 68.6   jurisdiction that enacted any of those governing statutes; and 
 68.7      (3) each of the other organizations complies with its 
 68.8   governing statute in effecting the merger. 
 68.9      (b) A plan of merger must be in a record and must include: 
 68.10     (1) the name and form of each constituent organization; 
 68.11     (2) the name and form of the surviving organization and, if 
 68.12  the surviving organization is to be created by the merger, a 
 68.13  statement to that effect; 
 68.14     (3) the terms and conditions of the merger, including the 
 68.15  manner and basis for converting the interests in each 
 68.16  constituent organization into any combination of money, 
 68.17  interests in the surviving organization, and other 
 68.18  consideration; 
 68.19     (4) if the surviving organization is to be created by the 
 68.20  merger, the surviving organizations organizational documents; 
 68.21  and 
 68.22     (5) if the surviving organization is not to be created by 
 68.23  the merger, any amendments to be made by the merger to the 
 68.24  surviving organization's organizational documents. 
 68.25     Sec. 92.  [321.1107] [ACTION ON PLAN OF MERGER BY 
 68.26  CONSTITUENT LIMITED PARTNERSHIP.] 
 68.27     (a) Subject to section 321.1110, a plan of merger must be 
 68.28  consented to by all the partners of a constituent limited 
 68.29  partnership. 
 68.30     (b) Subject to section 321.1110 and any contractual rights, 
 68.31  after a merger is approved, and at any time before a filing is 
 68.32  made under section 321.1108, a constituent limited partnership 
 68.33  may amend the plan or abandon the planned merger: 
 68.34     (1) as provided in the plan; and 
 68.35     (2) except as prohibited by the plan, with the same consent 
 68.36  as was required to approve the plan. 
 69.1      Sec. 93.  [321.1108] [FILINGS REQUIRED FOR MERGER; 
 69.2   EFFECTIVE DATE.] 
 69.3      (a) After each constituent organization has approved a 
 69.4   merger, articles of merger must be signed on behalf of: 
 69.5      (1) each preexisting constituent limited partnership, by 
 69.6   each general partner listed in the certificate of limited 
 69.7   partnership; and 
 69.8      (2) each other preexisting constituent organization, by an 
 69.9   authorized representative. 
 69.10     (b) The articles of merger must include: 
 69.11     (1) the name and form of each constituent organization and 
 69.12  the jurisdiction of its governing statute; 
 69.13     (2) the name and form of the surviving organization, the 
 69.14  jurisdiction of its governing statute, and, if the surviving 
 69.15  organization is created by the merger, a statement to that 
 69.16  effect; 
 69.17     (3) the date the merger is effective under the governing 
 69.18  statute of the surviving organization; 
 69.19     (4) if the surviving organization is to be created by the 
 69.20  merger: 
 69.21     (A) if it will be a limited partnership, the limited 
 69.22  partnership's certificate of limited partnership; or 
 69.23     (B) if it will be an organization other than a limited 
 69.24  partnership, the organizational document that creates the 
 69.25  organization; 
 69.26     (5) if the surviving organization preexists the merger, any 
 69.27  amendments provided for in the plan of merger for the 
 69.28  organizational document that created the organization; 
 69.29     (6) a statement as to each constituent organization that 
 69.30  the merger was approved as required by the organization's 
 69.31  governing statute; 
 69.32     (7) if the surviving organization is a foreign organization 
 69.33  not authorized to transact business in this state, the street 
 69.34  and mailing address of an office which the secretary of state 
 69.35  may use for the purposes of section 321.1109(b); and 
 69.36     (8) any additional information required by the governing 
 70.1   statute of any constituent organization. 
 70.2      (c) Each constituent limited partnership shall deliver the 
 70.3   articles of merger for filing in the office of the secretary of 
 70.4   state. 
 70.5      (d) A merger becomes effective under this article: 
 70.6      (1) if the surviving organization is a limited partnership, 
 70.7   upon the later of: 
 70.8      (i) compliance with subsection (c); or 
 70.9      (ii) subject to section 321.206(c), as specified in the 
 70.10  articles of merger; or 
 70.11     (2) if the surviving organization is not a limited 
 70.12  partnership, as provided by the governing statute of the 
 70.13  surviving organization. 
 70.14     Sec. 94.  [321.1109] [EFFECT OF MERGER.] 
 70.15     (a) When a merger becomes effective: 
 70.16     (1) the surviving organization continues or comes into 
 70.17  existence; 
 70.18     (2) each constituent organization that merges into the 
 70.19  surviving organization ceases to exist as a separate entity; 
 70.20     (3) all property owned by each constituent organization 
 70.21  that ceases to exist vest in the surviving organization; 
 70.22     (4) all debts, liabilities, and other obligations of each 
 70.23  constituent organization that ceases to exist continue as 
 70.24  obligations of the surviving organization; 
 70.25     (5) an action or proceeding pending by or against any 
 70.26  constituent organization that ceases to exist may be continued 
 70.27  as if the merger had not occurred; 
 70.28     (6) except as prohibited by other law, all of the rights, 
 70.29  privileges, immunities, powers, and purposes of each constituent 
 70.30  organization that ceases to exist vest in the surviving 
 70.31  organization; 
 70.32     (7) except as otherwise provided in the plan of merger, the 
 70.33  terms and conditions of the plan of merger take effect; and 
 70.34     (8) except as otherwise agreed, if a constituent limited 
 70.35  partnership ceases to exist, the merger does not dissolve the 
 70.36  limited partnership for the purposes of article 8; 
 71.1      (9) if the surviving organization is created by the merger: 
 71.2      (A) if it is a limited partnership, the certificate of 
 71.3   limited partnership becomes effective; or 
 71.4      (B) if it is an organization other than a limited 
 71.5   partnership, the organizational document that creates the 
 71.6   organization becomes effective; and 
 71.7      (10) if the surviving organization preexists the merger, 
 71.8   any amendments provided for in the articles of merger for the 
 71.9   organizational document that created the organization become 
 71.10  effective. 
 71.11     (b) A surviving organization that is a foreign organization 
 71.12  consents to the jurisdiction of the courts of this state to 
 71.13  enforce any obligation owed by a constituent organization, if 
 71.14  before the merger the constituent organization was subject to 
 71.15  suit in this state on the obligation.  A surviving organization 
 71.16  that is a foreign organization and not authorized to transact 
 71.17  business in this state appoints the secretary of state as its 
 71.18  agent for service of process for the purposes of enforcing an 
 71.19  obligation under this subsection.  Service on the secretary of 
 71.20  state under this subsection is made in the same manner and with 
 71.21  the same consequences as in section 321.117(c) and (d). 
 71.22     Sec. 95.  [321.1110] [RESTRICTIONS ON APPROVAL OF 
 71.23  CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.] 
 71.24     (a) If a partner of a converting or constituent limited 
 71.25  partnership will have personal liability with respect to a 
 71.26  converted or surviving organization, approval and amendment of a 
 71.27  plan of conversion or merger are ineffective without the consent 
 71.28  of the partner, unless: 
 71.29     (1) the limited partnership's partnership agreement 
 71.30  provides for the approval of the conversion or merger with the 
 71.31  consent of fewer than all the partners; and 
 71.32     (2) the partner has consented to the provision of the 
 71.33  partnership agreement. 
 71.34     (b) An amendment to a certificate of limited partnership 
 71.35  which deletes a statement that the limited partnership is a 
 71.36  limited liability limited partnership is ineffective without the 
 72.1   consent of each general partner unless: 
 72.2      (1) the limited partnership's partnership agreement 
 72.3   provides for the amendment with the consent of less than all the 
 72.4   general partners; and 
 72.5      (2) each general partner that does not consent to the 
 72.6   amendment has consented to the provision of the partnership 
 72.7   agreement. 
 72.8      (c) A partner does not give the consent required by 
 72.9   subsection (a) or (b) merely by consenting to a provision of the 
 72.10  partnership agreement which permits the partnership agreement to 
 72.11  be amended with the consent of fewer than all the partners. 
 72.12     Sec. 96.  [321.1111] [LIABILITY OF GENERAL PARTNER AFTER 
 72.13  CONVERSION OR MERGER.] 
 72.14     (a) A conversion or merger under this article does not 
 72.15  discharge any liability under sections 321.404 and 321.607 of a 
 72.16  person that was a general partner in or dissociated as a general 
 72.17  partner from a converting or constituent limited partnership, 
 72.18  but: 
 72.19     (1) the provisions of this chapter pertaining to the 
 72.20  collection or discharge of the liability continue to apply to 
 72.21  the liability; 
 72.22     (2) for the purposes of applying those provisions, the 
 72.23  converted or surviving organization is deemed to be the 
 72.24  converting or constituent limited partnership; and 
 72.25     (3) if a person is required to pay any amount under this 
 72.26  subsection: 
 72.27     (A) the person has a right of contribution from each other 
 72.28  person that was liable as a general partner under section 
 72.29  321.404 when the obligation was incurred and has not been 
 72.30  released from the obligation under section 321.607; and 
 72.31     (B) the contribution due from each of those persons is in 
 72.32  proportion to the right to receive distributions in the capacity 
 72.33  of general partner in effect for each of those persons when the 
 72.34  obligation was incurred. 
 72.35     (b) In addition to any other liability provided by law: 
 72.36     (1) a person that immediately before a conversion or merger 
 73.1   became effective was a general partner in a converting or 
 73.2   constituent limited partnership that was not a limited liability 
 73.3   limited partnership is personally liable for each obligation of 
 73.4   the converted or surviving organization arising from a 
 73.5   transaction with a third party after the conversion or merger 
 73.6   becomes effective, if, at the time the third party enters into 
 73.7   the transaction, the third party: 
 73.8      (A) does not have notice of the conversion or merger; and 
 73.9      (B) reasonably believes that: 
 73.10     (i) the converted or surviving business is the converting 
 73.11  or constituent limited partnership; 
 73.12     (ii) the converting or constituent limited partnership is 
 73.13  not a limited liability limited partnership; and 
 73.14     (iii) the person is a general partner in the converting or 
 73.15  constituent limited partnership; and 
 73.16     (2) a person that was dissociated as a general partner from 
 73.17  a converting or constituent limited partnership before the 
 73.18  conversion or merger became effective is personally liable for 
 73.19  each obligation of the converted or surviving organization 
 73.20  arising from a transaction with a third party after the 
 73.21  conversion or merger becomes effective, if: 
 73.22     (A) immediately before the conversion or merger became 
 73.23  effective the converting or surviving limited partnership was 
 73.24  not a limited liability limited partnership; and 
 73.25     (B) at the time the third party enters into the transaction 
 73.26  less than two years have passed since the person dissociated as 
 73.27  a general partner and the third party: 
 73.28     (i) does not have notice of the dissociation; 
 73.29     (ii) does not have notice of the conversion or merger; and 
 73.30     (iii) reasonably believes that the converted or surviving 
 73.31  organization is the converting or constituent limited 
 73.32  partnership, the converting or constituent limited partnership 
 73.33  is not a limited liability limited partnership, and the person 
 73.34  is a general partner in the converting or constituent limited 
 73.35  partnership. 
 73.36     Sec. 97.  [321.1112] [POWER OF GENERAL PARTNERS AND PERSONS 
 74.1   DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER 
 74.2   CONVERSION OR MERGER.] 
 74.3      (a) An act of a person that immediately before a conversion 
 74.4   or merger became effective was a general partner in a converting 
 74.5   or constituent limited partnership binds the converted or 
 74.6   surviving organization after the conversion or merger becomes 
 74.7   effective, if: 
 74.8      (1) before the conversion or merger became effective, the 
 74.9   act would have bound the converting or constituent limited 
 74.10  partnership under section 321.402; and 
 74.11     (2) at the time the third party enters into the 
 74.12  transaction, the third party: 
 74.13     (A) does not have notice of the conversion or merger; and 
 74.14     (B) reasonably believes that the converted or surviving 
 74.15  business is the converting or constituent limited partnership 
 74.16  and that the person is a general partner in the converting or 
 74.17  constituent limited partnership. 
 74.18     (b) An act of a person that before a conversion or merger 
 74.19  became effective was dissociated as a general partner from a 
 74.20  converting or constituent limited partnership binds the 
 74.21  converted or surviving organization after the conversion or 
 74.22  merger becomes effective, if: 
 74.23     (1) before the conversion or merger became effective, the 
 74.24  act would have bound the converting or constituent limited 
 74.25  partnership under section 321.402 if the person had been a 
 74.26  general partner; and 
 74.27     (2) at the time the third party enters into the 
 74.28  transaction, less than two years have passed since the person 
 74.29  dissociated as a general partner and the third party: 
 74.30     (A) does not have notice of the dissociation; 
 74.31     (B) does not have notice of the conversion or merger; and 
 74.32     (C) reasonably believes that the converted or surviving 
 74.33  organization is the converting or constituent limited 
 74.34  partnership and that the person is a general partner in the 
 74.35  converting or constituent limited partnership. 
 74.36     (c) If a person having knowledge of the conversion or 
 75.1   merger causes a converted or surviving organization to incur an 
 75.2   obligation under subsection (a) or (b), the person is liable: 
 75.3      (1) to the converted or surviving organization for any 
 75.4   damage caused to the organization arising from the obligation; 
 75.5   and 
 75.6      (2) if another person is liable for the obligation, to that 
 75.7   other person for any damage caused to that other person arising 
 75.8   from the liability. 
 75.9      Sec. 98.  [321.1113] [CHAPTER NOT EXCLUSIVE.] 
 75.10     This chapter does not preclude an entity from being 
 75.11  converted or merged under other law. 
 75.12     Sec. 99.  [321.1114] [CONFLICT RELATING TO MERGER OR 
 75.13  CONVERSION.] 
 75.14     If a partnership governed by chapter 323A participates in a 
 75.15  merger or conversion under chapter 321, then in the event of any 
 75.16  conflict between the provisions of chapter 323A and chapter 321 
 75.17  relating to the merger or conversion, the provisions of chapter 
 75.18  321 control chapter 321.  
 75.19                             ARTICLE 12 
 75.20                      MISCELLANEOUS PROVISIONS 
 75.21     Sec. 100.  [321.1201] [UNIFORMITY OF APPLICATION AND 
 75.22  CONSTRUCTION.] 
 75.23     In applying and construing this chapter, consideration must 
 75.24  be given to the need to promote uniformity of the law with 
 75.25  respect to its subject matter among states that enact it. 
 75.26     Sec. 101.  [321.1202] [SEVERABILITY CLAUSE.] 
 75.27     If any provision of this chapter or its application to any 
 75.28  person or circumstance is held invalid, the invalidity does not 
 75.29  affect other provisions or applications of this chapter which 
 75.30  can be given effect without the invalid provision or 
 75.31  application, and to this end the provisions of this chapter are 
 75.32  severable. 
 75.33     Sec. 102.  [321.1203] [RELATION TO ELECTRONIC SIGNATURES IN 
 75.34  GLOBAL AND NATIONAL COMMERCE ACT.] 
 75.35     This chapter modifies, limits, or supersedes the federal 
 75.36  Electronic Signatures in Global and National Commerce Act, 15 
 76.1   U.S.C. Section 7001 et seq., but this chapter does not modify, 
 76.2   limit, or supersede Section 101(c) of that Act or authorize 
 76.3   electronic delivery of any of the notices described in Section 
 76.4   103(b) of that Act. 
 76.5      Sec. 103.  [321.1206] [APPLICATION TO EXISTING 
 76.6   RELATIONSHIPS.] 
 76.7      (a) Beginning January 1, 2005, no person may use chapter 
 76.8   322A to form an entity. 
 76.9      (b) Before January 1, 2007, this chapter governs only: 
 76.10     (1) a limited partnership formed on or after January 1, 
 76.11  2005; and 
 76.12     (2) except as otherwise provided in subsection (d): 
 76.13     (i) a limited partnership formed under chapter 322A which 
 76.14  elects, in the manner provided in its partnership agreement or 
 76.15  by law for amending the partnership agreement, to be subject to 
 76.16  this chapter; and 
 76.17     (ii) a limited partnership formed under chapter 322, if the 
 76.18  limited partnership elects pursuant to subsection (f) to be 
 76.19  subject to this chapter. 
 76.20     (c) Except as otherwise provided in subsection (d), on and 
 76.21  after January 1, 2007, this chapter governs: 
 76.22     (1) any limited partnership formed under chapter 322A which 
 76.23  has not previously elected to be governed by this chapter and is 
 76.24  still in existence on January 1, 2007; and 
 76.25     (2) all limited partnerships, including each limited 
 76.26  partnership formed under chapter 322A which has previously 
 76.27  elected to become governed by this chapter and each limited 
 76.28  partnership formed under chapter 322 which has elected, 
 76.29  previously or otherwise, to be governed by this chapter. 
 76.30     (d) With respect to a limited partnership formed before 
 76.31  January 1, 2005, the following rules apply except as the 
 76.32  partners otherwise elect in the manner provided in the 
 76.33  partnership agreement or by law for amending the partnership 
 76.34  agreement: 
 76.35     (1) section 321.104(c) does not apply and the limited 
 76.36  partnership has whatever duration it had under the law 
 77.1   applicable immediately before the limited partnership became 
 77.2   subject to this chapter; 
 77.3      (2) the limited partnership is not required to amend its 
 77.4   certificate of limited partnership to comply with section 
 77.5   321.201(a)(4); 
 77.6      (3) sections 321.601 and 321.602 do not apply and a limited 
 77.7   partner has the same right and power to dissociate from the 
 77.8   limited partnership, with the same consequences, as existed 
 77.9   immediately before the limited partnership became subject to 
 77.10  this chapter; 
 77.11     (4) section 321.603(4) does not apply; 
 77.12     (5) section 321.603(5) does not apply and a court has the 
 77.13  same power to expel a general partner as the court had 
 77.14  immediately before the limited partnership became subject to 
 77.15  this chapter; and 
 77.16     (6) section 321.801(3) does not apply and the connection 
 77.17  between a person's dissociation as a general partner and the 
 77.18  dissolution of the limited partnership is the same as existed 
 77.19  immediately before the limited partnership became subject to 
 77.20  this chapter; 
 77.21     (e) If subsection (c) causes a limited partnership that is 
 77.22  a limited liability limited partnership under section 322A.88 to 
 77.23  become subject to this chapter: 
 77.24     (1) if immediately before the limited partnership that is a 
 77.25  limited liability limited partnership under section 322A.88 
 77.26  became subject to this chapter its name complied with section 
 77.27  322A.02, the limited partnership may maintain its name even if 
 77.28  the name does not comply with section 321.108(c); and 
 77.29     (2) the statement of qualification of the limited 
 77.30  partnership that is a limited liability limited partnership 
 77.31  under section 322A.88, on file with the secretary of state 
 77.32  pursuant to section 322A.88(a)(2), is deemed to amend the 
 77.33  limited partnership's certificate of limited partnership to 
 77.34  state that the limited partnership is a limited liability 
 77.35  limited partnership. 
 77.36     (f) On or after January 1, 2005, a limited partnership 
 78.1   formed under chapter 322 may become subject to this chapter if: 
 78.2      (1) it elects, in the manner provided in its partnership 
 78.3   agreement or by law for amending the partnership agreement, to 
 78.4   be subject to this chapter; 
 78.5      (2) neither its certificate of limited partnership nor its 
 78.6   partnership agreement prohibit the election; 
 78.7      (3) its certificate of limited partnership, on file with 
 78.8   the county recorder, is amended to state the election and, as 
 78.9   may be necessary, to comply with this chapter; and 
 78.10     (4) a certified copy of the amended certificate of limited 
 78.11  partnership, and of all other limited partnership documents 
 78.12  previously filed with the county recorder, is filed with the 
 78.13  secretary of state.  
 78.14     Sec. 104.  [321.1207] [SAVINGS CLAUSE.] 
 78.15     This chapter does not affect an action commenced, 
 78.16  proceeding brought, or right accrued before this chapter takes 
 78.17  effect. 
 78.18     Sec. 105.  [321.1208] [EFFECT OF DESIGNATION.] 
 78.19     Except as otherwise provided in this chapter, a limited 
 78.20  partnership remains the same entity for purposes of holding 
 78.21  title to or conveying an interest in real or personal property 
 78.22  and for all other purposes: 
 78.23     (1) during the winding up of the limited partnership 
 78.24  following its dissolution; 
 78.25     (2) whether the certificate of limited partnership of a 
 78.26  limited partnership is amended to add or delete a statement that 
 78.27  the limited partnership is a limited liability limited 
 78.28  partnership pursuant to section 406(b)(2); and 
 78.29     (3) regardless of whether the words "limited partnership," 
 78.30  "limited liability limited partnership," or the designation "LP,"
 78.31  "L.P.," "LLLP," or "L.L.L.P." are used in an instrument 
 78.32  conveying an interest in real or personal property to or from 
 78.33  the limited partnership or in any other writing. 
 78.34     Sec. 106.  [REPEALER.] 
 78.35     Minnesota Statutes 2002, sections 322A.01; 322A.02; 
 78.36  322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 322A.12; 
 79.1   322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 322A.18; 322A.19; 
 79.2   322A.24; 322A.25; 322A.26; 322A.27; 322A.28; 322A.31; 322A.32; 
 79.3   322A.33; 322A.34; 322A.35; 322A.38; 322A.39; 322A.40; 322A.41; 
 79.4   322A.45; 322A.46; 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 
 79.5   322A.52; 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 
 79.6   322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 322A.72; 
 79.7   322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 322A.79; 322A.80; 
 79.8   322A.81; 322A.82; 322A.85; 322A.86; 322A.87; and 322A.88, are 
 79.9   repealed effective January 1, 2007. 
 79.10     Sec. 107.  [EFFECTIVE DATE.] 
 79.11     This act is effective January 1, 2005. 
 79.12                             ARTICLE 13 
 79.13                         CONFORMING CHANGES 
 79.14     Sec. 108.  Minnesota Statutes 2002, section 5.25, 
 79.15  subdivision 1, is amended to read: 
 79.16     Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
 79.17  demand required or permitted by law to be served upon an entity 
 79.18  governed by chapter 221, 302A, 303, 317A, 321, 322A, 322B, 323, 
 79.19  330, 540, or 543 may be served on:  (1) the registered agent, if 
 79.20  any; (2) if no agent has been appointed then on an officer, 
 79.21  manager, or general partner of the entity; or (3) if no agent, 
 79.22  officer, manager, or general partner can be found at the address 
 79.23  on file with the secretary of state, the secretary of state as 
 79.24  provided in this section. 
 79.25     Sec. 109.  Minnesota Statutes 2002, section 302A.115, 
 79.26  subdivision 1, is amended to read: 
 79.27     Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The corporate 
 79.28  name:  
 79.29     (a) Shall be in the English language or in any other 
 79.30  language expressed in English letters or characters; 
 79.31     (b) Shall contain the word "corporation," "incorporated," 
 79.32  or "limited," or shall contain an abbreviation of one or more of 
 79.33  these words, or the word "company" or the abbreviation "Co." if 
 79.34  that word or abbreviation is not immediately preceded by the 
 79.35  word "and" or the character "&"; 
 79.36     (c) Shall not contain a word or phrase that indicates or 
 80.1   implies that it is incorporated for a purpose other than a legal 
 80.2   business purpose; 
 80.3      (d) Shall be distinguishable upon the records in the office 
 80.4   of the secretary of state from the name of each domestic 
 80.5   corporation, limited partnership, limited liability partnership, 
 80.6   and limited liability company, whether profit or nonprofit, and 
 80.7   each foreign corporation, limited partnership, limited liability 
 80.8   partnership, and limited liability company authorized or 
 80.9   registered to do business in this state, whether profit or 
 80.10  nonprofit, and each name the right to which is, at the time of 
 80.11  incorporation, reserved as provided for in sections 302A.117, 
 80.12  ~~322A.03~~ 321.109, 322B.125, or 333.001 to 333.54, unless there is 
 80.13  filed with the articles one of the following:  
 80.14     (1) The written consent of the domestic corporation, 
 80.15  limited partnership, limited liability partnership, or limited 
 80.16  liability company, or the foreign corporation, limited 
 80.17  partnership, limited liability partnership, or limited liability 
 80.18  company authorized or registered to do business in this state or 
 80.19  the holder of a reserved name or a name filed by or registered 
 80.20  with the secretary of state under sections 333.001 to 333.54 
 80.21  having a name that is not distinguishable; 
 80.22     (2) A certified copy of a final decree of a court in this 
 80.23  state establishing the prior right of the applicant to the use 
 80.24  of the name in this state; or 
 80.25     (3) The applicant's affidavit that the corporation, limited 
 80.26  partnership, or limited liability company with the name that is 
 80.27  not distinguishable has been incorporated or on file in this 
 80.28  state for at least three years prior to the affidavit, if it is 
 80.29  a domestic corporation, limited partnership, or limited 
 80.30  liability company, or has been authorized or registered to do 
 80.31  business in this state for at least three years prior to the 
 80.32  affidavit, if it is a foreign corporation, limited partnership, 
 80.33  or limited liability company, or that the holder of a name filed 
 80.34  or registered with the secretary of state under sections 333.001 
 80.35  to 333.54 filed or registered that name at least three years 
 80.36  prior to the affidavit; that the corporation, limited 
 81.1   partnership, or limited liability company or holder has not 
 81.2   during the three-year period before the affidavit filed any 
 81.3   document with the secretary of state; that the applicant has 
 81.4   mailed written notice to the corporation, limited partnership, 
 81.5   or limited liability company or the holder of a name filed or 
 81.6   registered with the secretary of state under sections 333.001 to 
 81.7   333.54 by certified mail, return receipt requested, properly 
 81.8   addressed to the registered office of the corporation or limited 
 81.9   liability company or in care of the agent of the limited 
 81.10  partnership, or the address of the holder of a name filed or 
 81.11  registered with the secretary of state under sections 333.001 to 
 81.12  333.54, shown in the records of the secretary of state, stating 
 81.13  that the applicant intends to use a name that is not 
 81.14  distinguishable and the notice has been returned to the 
 81.15  applicant as undeliverable to the addressee corporation, limited 
 81.16  partnership, limited liability company, or holder of a name 
 81.17  filed or registered with the secretary of state under sections 
 81.18  333.001 to 333.54; that the applicant, after diligent inquiry, 
 81.19  has been unable to find any telephone listing for the 
 81.20  corporation, limited partnership, or limited liability company 
 81.21  with the name that is not distinguishable in the county in which 
 81.22  is located the registered office of the corporation, limited 
 81.23  partnership, or limited liability company shown in the records 
 81.24  of the secretary of state or has been unable to find any 
 81.25  telephone listing for the holder of a name filed or registered 
 81.26  with the secretary of state under sections 333.001 to 333.54 in 
 81.27  the county in which is located the address of the holder shown 
 81.28  in the records of the secretary of state; and that the applicant 
 81.29  has no knowledge that the corporation, limited partnership, 
 81.30  limited liability company, or holder of a name filed or 
 81.31  registered with the secretary of state under sections 333.001 to 
 81.32  333.54 is currently engaged in business in this state.  
 81.33     Sec. 110.  Minnesota Statutes 2002, section 308A.121, 
 81.34  subdivision 1, is amended to read: 
 81.35     Subdivision 1.  [NAME.] The name of a cooperative must 
 81.36  distinguish the cooperative upon the records in the Office of 
 82.1   the Secretary of State from the name of a domestic corporation, 
 82.2   whether profit or nonprofit, or a limited partnership, or a 
 82.3   foreign corporation or a limited partnership authorized or 
 82.4   registered to do business in this state, whether profit or 
 82.5   nonprofit, a limited liability company, whether domestic or 
 82.6   foreign, a limited liability partnership, whether domestic or 
 82.7   foreign, or a name the right to which is, at the time of 
 82.8   incorporation, reserved or provided for in sections 302A.117, 
 82.9   317A.117, ~~322A.03~~ 321.109, 322B.125, or 333.001 to 333.54. 
 82.10     Sec. 111.  Minnesota Statutes 2002, section 317A.115, 
 82.11  subdivision 2, is amended to read: 
 82.12     Subd. 2.  [NAME MUST BE DISTINGUISHABLE.] (a) A corporate 
 82.13  name must be distinguishable upon the records in the Office of 
 82.14  the Secretary of State from the name of a domestic corporation 
 82.15  or limited partnership, a foreign corporation or limited 
 82.16  partnership authorized or registered to do business in this 
 82.17  state, whether profit or nonprofit, a limited liability company, 
 82.18  whether domestic or foreign, a limited liability partnership, 
 82.19  whether domestic or foreign, or a name the right to which is, at 
 82.20  the time of incorporation, reserved, registered, or provided for 
 82.21  in section 317A.117, 302A.117, ~~322A.03~~ 321.109, 322B.125, or 
 82.22  sections 333.001 to 333.54, unless one of the following is filed 
 82.23  with the articles:  
 82.24     (1) the written consent of the organization having the name 
 82.25  that is not distinguishable; 
 82.26     (2) a certified copy of a final decree of a court in this 
 82.27  state establishing the prior right of the applicant to use its 
 82.28  corporate name in this state; or 
 82.29     (3) an affidavit of nonuse of the kind required by section 
 82.30  302A.115, subdivision 1, paragraph (d), clause (3). 
 82.31     (b) The secretary of state shall determine whether a name 
 82.32  is distinguishable from another name for purposes of this 
 82.33  section and section 317A.117. 
 82.34     (c) This subdivision does not affect the right of a 
 82.35  corporation existing on January 1, 1991, or a foreign 
 82.36  corporation authorized to do business in this state on that 
 83.1   date, to use its corporate name. 
 83.2      Sec. 112.  Minnesota Statutes 2002, section 322B.12, 
 83.3   subdivision 1, is amended to read: 
 83.4      Subdivision 1.  [REQUIREMENTS AND PROHIBITIONS.] The 
 83.5   limited liability company name must: 
 83.6      (1) be in the English language or in any other language 
 83.7   expressed in English letters or characters; 
 83.8      (2) contain the words "limited liability company," or must 
 83.9   contain the abbreviation "LLC" or, in the case of an 
 83.10  organization formed pursuant to chapter 319B, must meet the 
 83.11  requirements of section 319B.05 applicable to a limited 
 83.12  liability company; 
 83.13     (3) not contain the word corporation or incorporated and 
 83.14  must not contain the abbreviation of either or both of these 
 83.15  words; 
 83.16     (4) not contain a word or phrase that indicates or implies 
 83.17  that it is organized for a purpose other than a legal business 
 83.18  purpose; and 
 83.19     (5) be distinguishable upon the records in the Office of 
 83.20  the Secretary of State from the name of each domestic limited 
 83.21  liability company, limited liability partnership, corporation, 
 83.22  and limited partnership, whether profit or nonprofit, and each 
 83.23  foreign limited liability company, limited liability 
 83.24  partnership, corporation, and limited partnership authorized or 
 83.25  registered to do business in this state, whether profit or 
 83.26  nonprofit, and each name the right to which is, at the time of 
 83.27  organization, reserved as provided for in sections 302A.117, 
 83.28  317A.117, ~~322A.03~~ 321.109, 322B.125, or 333.001 to 333.54, 
 83.29  unless there is filed with the articles of organization one of 
 83.30  the following: 
 83.31     (i) the written consent of the domestic limited liability 
 83.32  company, limited liability partnership, corporation, or limited 
 83.33  partnership or the foreign limited liability company, limited 
 83.34  liability partnership, corporation, or limited partnership 
 83.35  authorized or registered to do business in this state or the 
 83.36  holder of a reserved name or a name filed by or registered with 
 84.1   the secretary of state under sections 333.001 to 333.54 having a 
 84.2   name that is not distinguishable; 
 84.3      (ii) a certified copy of a final decree of a court in this 
 84.4   state establishing the prior right of the applicant to the use 
 84.5   of the name in this state; or 
 84.6      (iii) the applicant's affidavit that the limited liability 
 84.7   company, corporation, or limited partnership with the name that 
 84.8   is not distinguishable has been organized, incorporated, or on 
 84.9   file in this state for at least three years prior to the 
 84.10  affidavit, if it is a domestic limited liability company, 
 84.11  corporation, or limited partnership, or has been authorized or 
 84.12  registered to do business in this state for at least three years 
 84.13  prior to the affidavit, if it is a foreign limited liability 
 84.14  company, corporation, or limited partnership, or that the holder 
 84.15  of a name filed or registered with the secretary of state under 
 84.16  sections 333.001 to 333.54 filed or registered that name at 
 84.17  least three years prior to the affidavit, that the limited 
 84.18  liability company, corporation, or limited partnership or holder 
 84.19  has not during the three-year period before the affidavit filed 
 84.20  any document with the secretary of state; that the applicant has 
 84.21  mailed written notice to the limited liability company, 
 84.22  corporation, or limited partnership or the holder of a name 
 84.23  filed or registered with the secretary of state under sections 
 84.24  333.001 to 333.54 by certified mail, return receipt requested, 
 84.25  properly addressed to the registered office of the limited 
 84.26  liability company or corporation or in care of the agent of the 
 84.27  limited partnership, or the address of the holder of a name 
 84.28  filed or registered with the secretary of state under sections 
 84.29  333.001 to 333.54, shown in the records of the secretary of 
 84.30  state, stating that the applicant intends to use a name that is 
 84.31  not distinguishable and the notice has been returned to the 
 84.32  applicant as undeliverable to the addressee limited liability 
 84.33  company, corporation, or limited partnership or holder of a name 
 84.34  filed or registered with the secretary of state under sections 
 84.35  333.001 to 333.54; that the applicant, after diligent inquiry, 
 84.36  has been unable to find any telephone listing for the limited 
 85.1   liability company, corporation, or limited partnership with the 
 85.2   name that is not distinguishable in the county in which is 
 85.3   located the registered office of the limited liability company, 
 85.4   corporation, or limited partnership shown in the records of the 
 85.5   secretary of state or has been unable to find any telephone 
 85.6   listing for the holder of a name filed or registered with the 
 85.7   secretary of state under sections 333.001 to 333.54 in the 
 85.8   county in which is located the address of the holder shown in 
 85.9   the records of the secretary of state; and that the applicant 
 85.10  has no knowledge that the limited liability company, 
 85.11  corporation, or limited partnership or holder of a name filed or 
 85.12  registered with the secretary of state under sections 333.001 to 
 85.13  333.54 is currently engaged in business in this state.