1.1                          A bill for an act 
  1.2             relating to partnerships; enacting the Uniform 
  1.3             Partnership Act of 1994; providing for limited 
  1.4             liability partnerships; appropriating money; proposing 
  1.5             coding for new law in Minnesota Statutes, chapter 
  1.6             322A; proposing coding for new law as Minnesota 
  1.7             Statutes, chapter 323A; repealing Minnesota Statutes 
  1.8             1996, sections 323.01; 323.02, subdivisions 1, 2, 3, 
  1.9             4, 5, 6, 7, and 8; 323.03; 323.04; 323.05; 323.06; 
  1.10            323.07; 323.08; 323.09; 323.10; 323.11; 323.12; 
  1.11            323.13; 323.14; 323.15; 323.16; 323.17; 323.18; 
  1.12            323.19; 323.20; 323.21; 323.22; 323.23; 323.24; 
  1.13            323.25; 323.26; 323.27; 323.28; 323.29; 323.30; 
  1.14            323.31; 323.32; 323.33; 323.34; 323.35; 323.36; 
  1.15            323.37; 323.38; 323.39; 323.40; 323.41; 323.42; 
  1.16            323.43; 323.44; 323.45; 323.46; and 323.47. 
  1.17  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.18                             ARTICLE 1 
  1.19                         GENERAL PROVISIONS 
  1.20     Section 1.  [323A.101] [DEFINITIONS.] 
  1.21     In this chapter:  
  1.22     (1) "Business" includes every trade, occupation, and 
  1.23  profession.  
  1.24     (2) "Debtor in bankruptcy" means a person who is the 
  1.25  subject of:  
  1.26     (i) an order for relief under Title 11 of the United States 
  1.27  Code or a comparable order under a successor statute of general 
  1.28  application; or 
  1.29     (ii) a comparable order under federal, state, or foreign 
  1.30  law governing insolvency.  
  1.31     (3) "Distribution" means a transfer of money or other 
  2.1   property from a partnership to a partner in the partner's 
  2.2   capacity as a partner or to the partner's transferee.  
  2.3      (4) "Executed" means signed. 
  2.4      (5) "Filed" or "filed with the secretary of state" means 
  2.5   that a document meeting the applicable requirements of this 
  2.6   chapter, signed, and accompanied by a filing fee of $...., has 
  2.7   been delivered to the secretary of state.  The secretary of 
  2.8   state shall endorse on the document the word "Filed" and the 
  2.9   month, day, and year of filing; record the document in the 
  2.10  office of the secretary of state; and return a document to the 
  2.11  person who delivered it for filing. 
  2.12     (6) "Foreign limited liability partnership" means a 
  2.13  partnership that: 
  2.14     (i) is formed under laws other than the laws of this state; 
  2.15  and 
  2.16     (ii) has the status of a limited liability partnership 
  2.17  under those laws. 
  2.18     (7) "Limited liability partnership" means a partnership 
  2.19  that has filed a statement of qualification under section 
  2.20  323A.1001 and does not have a similar statement in effect in any 
  2.21  other jurisdiction. 
  2.22     (8) "Partnership" means an association of two or more 
  2.23  persons to carry on as co-owners a business for profit, 
  2.24  including a limited liability partnership, formed under section 
  2.25  323A.202, predecessor law, or comparable law of another 
  2.26  jurisdiction. 
  2.27     (9) "Partnership agreement" means the agreement, whether 
  2.28  written, oral, or implied, among the partners concerning the 
  2.29  partnership, including amendments to the partnership agreement.  
  2.30     (10) "Partnership at will" means a partnership in which the 
  2.31  partners have not agreed to remain partners until the expiration 
  2.32  of a definite term or the completion of a particular undertaking.
  2.33     (11) "Partnership interest" or "partner's interest in the 
  2.34  partnership" means all of a partner's interests in the 
  2.35  partnership, including the partner's transferable interest and 
  2.36  all management and other rights. 
  3.1      (12) "Person" means an individual, corporation, business 
  3.2   trust, estate, trust, partnership, association, joint venture, 
  3.3   government, governmental subdivision, agency, or 
  3.4   instrumentality, or any other legal or commercial entity.  
  3.5      (13) "Property" means all property, real, personal, or 
  3.6   mixed, tangible or intangible, or any interest in property.  
  3.7      (14) "Record," "recorded," and "recording" mean that a 
  3.8   certified copy of a statement meeting the applicable 
  3.9   requirements of this chapter as filed with the secretary of 
  3.10  state has been delivered to and filed in the office of the 
  3.11  county recorder or registrar of titles, whichever office 
  3.12  maintains the records for the real property affected by such 
  3.13  statement and, if the real property is registered land under 
  3.14  chapter 508 or 508A, that the statement is memorialized on the 
  3.15  certificate of title for the affected real property. 
  3.16     (15) "Signed" means that: 
  3.17     (i) the signature of a person has been written on a 
  3.18  document, as provided in section 645.44, subdivision 14; and 
  3.19     (ii) with respect to a document that may be filed with the 
  3.20  secretary of state, the document has been signed by a person 
  3.21  authorized to do so by this chapter, by the partnership 
  3.22  agreement, or by a resolution approved as provided in the 
  3.23  partnership agreement. 
  3.24     A signature on a document may be a facsimile affixed, 
  3.25  engraved, printed, placed, stamped with indelible ink, 
  3.26  transmitted by facsimile or electronically, or in any other 
  3.27  manner reproduced on the document. 
  3.28     (16) "State" means a state of the United States, the 
  3.29  District of Columbia, the Commonwealth of Puerto Rico, or any 
  3.30  territory or insular possession subject to the jurisdiction of 
  3.31  the United States.  
  3.32     (17) "Statement" means a statement of partnership authority 
  3.33  under section 323A.303, a statement of denial under section 
  3.34  323A.304, a statement of dissociation under section 323A.704, a 
  3.35  statement of dissolution under section 323A.805, a statement of 
  3.36  merger under section 323A.907, a statement of qualification 
  4.1   under section 323A.1001, a statement of foreign qualification 
  4.2   under section 323A.1102, or an amendment or cancellation of any 
  4.3   of the foregoing.  
  4.4      (18) "Transfer" includes an assignment, conveyance, lease, 
  4.5   mortgage, deed, and encumbrance. 
  4.6      Sec. 2.  [323A.102] [KNOWLEDGE AND NOTICE.] 
  4.7      (a) A person knows a fact if the person has actual 
  4.8   knowledge of it. 
  4.9      (b) A person has notice of a fact if the person:  
  4.10     (1) knows of it; 
  4.11     (2) has received a notification of it; or 
  4.12     (3) has reason to know it exists from all of the facts 
  4.13  known to the person at the time in question.  
  4.14     (c) A person notifies or gives a notification to another by 
  4.15  taking steps reasonably required to inform the other person in 
  4.16  ordinary course, whether or not the other person learns of it.  
  4.17     (d) A person receives a notification when the notification: 
  4.18     (1) comes to the person's attention; or 
  4.19     (2) is duly delivered at the person's place of business or 
  4.20  at any other place held out by the person as a place for 
  4.21  receiving communications.  
  4.22     (e) Except as otherwise provided in subsection (f), a 
  4.23  person other than an individual knows, has notice, or receives a 
  4.24  notification of a fact for purposes of a particular transaction 
  4.25  when the individual conducting the transaction knows, has 
  4.26  notice, or receives a notification of the fact, or in any event 
  4.27  when the fact would have been brought to the individual's 
  4.28  attention if the person had exercised reasonable diligence.  The 
  4.29  person exercises reasonable diligence if it maintains reasonable 
  4.30  routines for communicating significant information to the 
  4.31  individual conducting the transaction and there is reasonable 
  4.32  compliance with the routines.  Reasonable diligence does not 
  4.33  require an individual acting for the person to communicate 
  4.34  information unless the communication is part of the individual's 
  4.35  regular duties or the individual has reason to know of the 
  4.36  transaction and that the transaction would be materially 
  5.1   affected by the information.  
  5.2      (f) A partner's knowledge, notice, or receipt of a 
  5.3   notification of a fact relating to the partnership is effective 
  5.4   immediately as knowledge by, notice to, or receipt of a 
  5.5   notification by the partnership, except in the case of a fraud 
  5.6   on the partnership committed by or with the consent of that 
  5.7   partner. 
  5.8      Sec. 3.  [323A.103] [EFFECT OF PARTNERSHIP AGREEMENT; 
  5.9   NONWAIVABLE PROVISIONS.] 
  5.10     (a) Except as otherwise provided in subsection (b), 
  5.11  relations among the partners and between the partners and the 
  5.12  partnership are governed by the partnership agreement.  To the 
  5.13  extent the partnership agreement does not otherwise provide, 
  5.14  this chapter governs relations among the partners and between 
  5.15  the partners and the partnership.  
  5.16     (b) The partnership agreement may not:  
  5.17     (1) vary the rights and duties under section 323A.105 
  5.18  except to eliminate the duty to provide copies of statements to 
  5.19  all of the partners; 
  5.20     (2) unreasonably restrict the right of access to books and 
  5.21  records under section 323A.403(b); 
  5.22     (3) eliminate the duty of loyalty under section 323A.404(b) 
  5.23  or 323A.603(b)(3), but: 
  5.24     (i) the partnership agreement may identify specific types 
  5.25  or categories of activities that do not violate the duty of 
  5.26  loyalty, if not manifestly unreasonable; or 
  5.27     (ii) all of the partners or a number or percentage 
  5.28  specified in the partnership agreement may authorize or ratify, 
  5.29  after full disclosure of all material facts, a specific act or 
  5.30  transaction that otherwise would violate the duty of loyalty; 
  5.31     (4) unreasonably reduce the duty of care under section 
  5.32  323A.404(c) or 323A.603(b)(3); 
  5.33     (5) eliminate the obligation of good faith and fair dealing 
  5.34  under section 323A.404(d), but the partnership agreement may 
  5.35  prescribe the standards by which the performance of the 
  5.36  obligation is to be measured, if the standards are not 
  6.1   manifestly unreasonable; 
  6.2      (6) vary the power to dissociate as a partner under section 
  6.3   323A.602(a), except to require the notice under section 
  6.4   323A.601(1), to be in writing; 
  6.5      (7) vary the right of a court to expel a partner in the 
  6.6   events specified in section 323A.601(5); 
  6.7      (8) vary the requirement to wind up the partnership 
  6.8   business in cases specified in section 323A.801(4), (5), or (6); 
  6.9      (9) vary the law applicable to a limited liability 
  6.10  partnership under section 323A.106(b); or 
  6.11     (10) restrict rights of third parties under this chapter.  
  6.12     Sec. 4.  [323A.104] [SUPPLEMENTAL PRINCIPLES OF LAW.] 
  6.13     (a) Unless displaced by particular provisions of this 
  6.14  chapter, the principles of law and equity supplement this 
  6.15  chapter.  
  6.16     (b) If an obligation to pay interest arises under this 
  6.17  chapter and the rate is not specified, the rate is that 
  6.18  specified in chapter 334. 
  6.19     Sec. 5.  [323A.105] [EXECUTION, FILING, AND RECORDING OF 
  6.20  STATEMENTS.] 
  6.21     (a) A statement may be filed in the office of the secretary 
  6.22  of state.  A certified copy of a statement that is filed in an 
  6.23  office in another state may be filed in the office of the 
  6.24  secretary of state.  Either filing has the effect provided in 
  6.25  this chapter with respect to partnership property located in or 
  6.26  transactions that occur in this state.  
  6.27     (b) A certified copy of a statement that has been filed and 
  6.28  has been recorded has the effect provided for recorded 
  6.29  statements in this chapter.  A recorded statement that is not a 
  6.30  certified copy of a statement filed in the office of the 
  6.31  secretary of state does not provide knowledge or notice and does 
  6.32  not have the effect provided for recorded statements in this 
  6.33  chapter. 
  6.34     (c) A statement filed by a partnership must be executed by 
  6.35  at least two partners.  Other statements must be executed by a 
  6.36  partner or other person authorized by this chapter.  An 
  7.1   individual who executes a statement as, or on behalf of, a 
  7.2   partner or other person named as a partner in a statement shall 
  7.3   personally declare under penalty of perjury that the contents of 
  7.4   the statement are accurate.  
  7.5      (d) A person authorized by this chapter to file a statement 
  7.6   may amend or cancel the statement by filing an amendment or 
  7.7   cancellation that names the partnership, identifies the 
  7.8   statement, and states the substance of the amendment or 
  7.9   cancellation.  
  7.10     (e) A person who files a statement pursuant to this section 
  7.11  shall promptly send a copy of the statement to every nonfiling 
  7.12  partner and to any other person named as a partner in the 
  7.13  statement.  Failure to send a copy of a statement to a partner 
  7.14  or other person does not limit the effectiveness of the 
  7.15  statement as to a person not a partner.  
  7.16     (f) A statement will be filed as a supplement to any 
  7.17  limited liability partnership registration on file, or if no 
  7.18  registration has been filed, as a supplement to any assumed name 
  7.19  filing for the partnership pursuant to sections 333.001 to 
  7.20  333.06.  If there is neither a limited liability partnership 
  7.21  registration nor an assumed name on file, the person filing the 
  7.22  statement must also file one of the following: 
  7.23     (i) a limited liability partnership statement of 
  7.24  qualification on behalf of the partnership; or 
  7.25     (ii) an assumed name filing on behalf of the partners 
  7.26  pursuant to sections 333.001 to 333.06. 
  7.27     Sec. 6.  [323A.106] [GOVERNING LAW.] 
  7.28     (a) Except as otherwise provided in subsection (b), the law 
  7.29  of the jurisdiction in which a partnership has its chief 
  7.30  executive office governs relations among the partners and 
  7.31  between the partners and the partnership.  
  7.32     (b) The law of this state governs relations among the 
  7.33  partners and between the partners and the partnership and the 
  7.34  liability of partners for an obligation of a limited liability 
  7.35  partnership. 
  7.36     Sec. 7.  [323A.107] [PARTNERSHIP SUBJECT TO AMENDMENT OR 
  8.1   REPEAL OF CHAPTER.] 
  8.2      A partnership governed by this chapter is subject to any 
  8.3   amendment to or repeal of this chapter.  
  8.4                              ARTICLE 2 
  8.5                        NATURE OF PARTNERSHIP 
  8.6      Sec. 8.  [323A.201] [PARTNERSHIP AS ENTITY.] 
  8.7      (a) A partnership is an entity distinct from its partners.  
  8.8      (b) A limited liability partnership continues to be the 
  8.9   same entity that existed before the filing of a statement of 
  8.10  qualification under section 323A.1001.  
  8.11     Sec. 9.  [323A.202] [FORMATION OF PARTNERSHIP.] 
  8.12     (a) Except as otherwise provided in subsection (b), the 
  8.13  association of two or more persons to carry on as co-owners a 
  8.14  business for profit forms a partnership, whether or not the 
  8.15  persons intend to form a partnership.  
  8.16     (b) An association formed under a statute other than this 
  8.17  chapter, a predecessor statute, or a comparable statute of 
  8.18  another jurisdiction is not a partnership under this chapter.  
  8.19     (c) In determining whether a partnership is formed, the 
  8.20  following rules apply:  
  8.21     (1) Joint tenancy, tenancy in common, tenancy by the 
  8.22  entireties, joint property, common property, or part ownership 
  8.23  does not by itself establish a partnership, even if the 
  8.24  co-owners share profits made by the use of the property.  
  8.25     (2) The sharing of gross returns does not by itself 
  8.26  establish a partnership, even if the persons sharing them have a 
  8.27  joint or common right or interest in property from which the 
  8.28  returns are derived.  
  8.29     (3) A person who receives a share of the profits of a 
  8.30  business is presumed to be a partner in the business, unless the 
  8.31  profits were received in payment:  
  8.32     (i) of a debt by installments or otherwise; 
  8.33     (ii) for services as an independent contractor or of wages 
  8.34  or other compensation to an employee; 
  8.35     (iii) of rent; 
  8.36     (iv) of an annuity or other retirement or health benefit to 
  9.1   a beneficiary, representative, or designee of a deceased or 
  9.2   retired partner; 
  9.3      (v) of interest or other charge on a loan, even if the 
  9.4   amount of payment varies with the profits of the business, 
  9.5   including a direct or indirect present or future ownership of 
  9.6   the collateral, or rights to income, proceeds, or increase in 
  9.7   value derived from the collateral; or 
  9.8      (vi) for the sale of the goodwill of a business or other 
  9.9   property by installments or otherwise. 
  9.10     Sec. 10.  [323A.203] [PARTNERSHIP PROPERTY.] 
  9.11     Property acquired by a partnership is property of the 
  9.12  partnership and not of the partners individually. 
  9.13     Sec. 11.  [323A.204] [WHEN PROPERTY IS PARTNERSHIP 
  9.14  PROPERTY.] 
  9.15     (a) Property is partnership property if acquired in the 
  9.16  name of:  
  9.17     (1) the partnership; or 
  9.18     (2) one or more partners with an indication in the 
  9.19  instrument transferring title to the property of the person's 
  9.20  capacity as a partner or of the existence of a partnership but 
  9.21  without an indication of the name of the partnership.  
  9.22     (b) Property is acquired in the name of the partnership by 
  9.23  a transfer to:  
  9.24     (1) the partnership in its name; or 
  9.25     (2) one or more partners in their capacity as partners in 
  9.26  the partnership, if the name of the partnership is indicated in 
  9.27  the instrument transferring title to the property.  
  9.28     (c) Property is presumed to be partnership property if 
  9.29  purchased with partnership assets, even if not acquired in the 
  9.30  name of the partnership or of one or more partners with an 
  9.31  indication in the instrument transferring title to the property 
  9.32  of the person's capacity as a partner or of the existence of a 
  9.33  partnership.  
  9.34     (d) Property acquired in the name of one or more of the 
  9.35  partners, without an indication in the instrument transferring 
  9.36  title to the property of the person's capacity as a partner or 
 10.1   of the existence of a partnership and without use of partnership 
 10.2   assets, is presumed to be separate property, even if used for 
 10.3   partnership purposes. 
 10.4                              ARTICLE 3 
 10.5      RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP 
 10.6      Sec. 12.  [323A.301] [PARTNER AGENT OF PARTNERSHIP.] 
 10.7      Subject to the effect of a statement of partnership 
 10.8   authority under section 323A.303: 
 10.9      (1) Each partner is an agent of the partnership for the 
 10.10  purpose of its business.  An act of a partner, including the 
 10.11  execution of an instrument in the partnership name, for 
 10.12  apparently carrying on in the ordinary course the partnership 
 10.13  business or business of the kind carried on by the partnership 
 10.14  binds the partnership, unless the partner had no authority to 
 10.15  act for the partnership in the particular matter and the person 
 10.16  with whom the partner was dealing knew or had received a 
 10.17  notification that the partner lacked authority. 
 10.18     (2) An act of a partner which is not apparently for 
 10.19  carrying on in the ordinary course the partnership business or 
 10.20  business of the kind carried on by the partnership binds the 
 10.21  partnership only if the act was authorized by the other partners.
 10.22     Sec. 13.  [323A.302] [TRANSFER OF PARTNERSHIP PROPERTY.] 
 10.23     (a) Partnership property may be transferred as follows: 
 10.24     (1) Subject to the effect of a statement of partnership 
 10.25  authority under section 323A.303, partnership property held in 
 10.26  the name of the partnership may be transferred by an instrument 
 10.27  of transfer executed by a partner in the partnership name. 
 10.28     (2) Partnership property held in the name of one or more 
 10.29  partners with an indication in the instrument transferring the 
 10.30  property to them of their capacity as partners or of the 
 10.31  existence of a partnership, but without an indication of the 
 10.32  name of the partnership, may be transferred by an instrument of 
 10.33  transfer executed by the persons in whose name the property is 
 10.34  held, without the necessity of an instrument of transfer 
 10.35  executed by a partner in the partnership name. 
 10.36     (3) Partnership property held in the name of one or more 
 11.1   persons other than the partnership, without an indication in the 
 11.2   instrument transferring the property to them of their capacity 
 11.3   as partners or of the existence of a partnership, may be 
 11.4   transferred by an instrument of transfer executed by the persons 
 11.5   in whose name the property is held, without the necessity of an 
 11.6   instrument of transfer executed by a partner in the partnership 
 11.7   name. 
 11.8      (b) A partnership may recover partnership property from a 
 11.9   transferee only if it proves that execution of the instrument of 
 11.10  initial transfer did not bind the partnership under section 
 11.11  323A.301 and: 
 11.12     (1) as to a subsequent transferee who gave value for 
 11.13  property transferred under subsection (a)(1) and (2), proves 
 11.14  that the subsequent transferee knew that the person who executed 
 11.15  the instrument of initial transfer lacked authority to bind the 
 11.16  partnership; or 
 11.17     (2) as to a transferee who gave value for property 
 11.18  transferred under subsection (a)(3), proves that the transferee 
 11.19  knew that the property was partnership property and that the 
 11.20  person who executed the instrument of initial transfer lacked 
 11.21  authority to bind the partnership. 
 11.22     (c) A partnership may not recover partnership property from 
 11.23  a subsequent transferee if the partnership would not have been 
 11.24  entitled to recover the property, under subsection (b), from any 
 11.25  earlier transferee of the property. 
 11.26     (d) If a person holds all of the partners' interests in the 
 11.27  partnership, all of the partnership property vests in that 
 11.28  person.  The person may execute a document in the name of the 
 11.29  partnership to evidence vesting of the property in that person 
 11.30  and may file or record the document. 
 11.31     Sec. 14.  [323A.303] [STATEMENT OF PARTNERSHIP AUTHORITY.] 
 11.32     (a) A partnership may file a statement of partnership 
 11.33  authority, which:  
 11.34     (1) must include:  
 11.35     (i) the name of the partnership; 
 11.36     (ii) the street address, including the zip code, of its 
 12.1   chief executive office and of one office in this state, if there 
 12.2   is one; 
 12.3      (iii) the names and mailing addresses, including zip codes, 
 12.4   of all of the partners or of an agent appointed and maintained 
 12.5   by the partnership for the purpose of subsection (b); and 
 12.6      (iv) the names of the partners authorized to execute an 
 12.7   instrument transferring real property held in the name of the 
 12.8   partnership; and 
 12.9      (2) may state the authority, or limitations on the 
 12.10  authority, of some or all of the partners to enter into other 
 12.11  transactions on behalf of the partnership and any other matter.  
 12.12     (b) If a statement of partnership authority names an agent, 
 12.13  the agent shall maintain a list of the names and mailing 
 12.14  addresses, including zip codes, of all of the partners and make 
 12.15  it available to any person on request for good cause shown.  
 12.16     (c) If a filed statement of partnership authority is 
 12.17  executed pursuant to section 323A.105(c), and states the name of 
 12.18  the partnership but does not contain all of the other 
 12.19  information required by subsection (a), the statement 
 12.20  nevertheless operates with respect to a person not a partner as 
 12.21  provided in subsections (d) and (e).  
 12.22     (d) A filed statement of partnership authority supplements 
 12.23  the authority of a partner to enter into transactions on behalf 
 12.24  of the partnership as follows:  
 12.25     (1) Except for transfers of real property, a grant of 
 12.26  authority contained in a filed statement of partnership 
 12.27  authority is conclusive in favor of a person who gives value 
 12.28  without knowledge to the contrary, so long as and to the extent 
 12.29  that a limitation on that authority is not then contained in 
 12.30  another filed statement.  A filed cancellation of a limitation 
 12.31  on authority revives the previous grant of authority. 
 12.32     (2) A grant of authority to transfer real property held in 
 12.33  the name of the partnership contained in a filed statement of 
 12.34  partnership authority, whether or not a certified copy of the 
 12.35  filed statement is recorded, is conclusive in favor of a person 
 12.36  who gives value without knowledge to the contrary, so long as 
 13.1   and to the extent that a certified copy of a filed statement 
 13.2   containing a limitation on that authority is not then of record.
 13.3   The recording of a certified copy of a filed cancellation of a 
 13.4   limitation on authority revives the previous grant of authority. 
 13.5      (e) A person not a partner is deemed to know of a 
 13.6   limitation on the authority of a partner to transfer real 
 13.7   property held in the name of the partnership only if a certified 
 13.8   copy of the filed statement containing the limitation on 
 13.9   authority is of record.  
 13.10     (f) Except as otherwise provided in subsections (d) and (e) 
 13.11  and sections 323A.704 and 323A.805, a person not a partner is 
 13.12  not deemed to know of a limitation on the authority of a partner 
 13.13  merely because the limitation is contained in a filed statement. 
 13.14     Sec. 15.  [323A.304] [STATEMENT OF DENIAL.] 
 13.15     A partner or other person named as a partner in a filed 
 13.16  statement of partnership authority or in a list maintained by an 
 13.17  agent pursuant to section 323A.303(b), may file a statement of 
 13.18  denial stating the name of the partnership and the fact that is 
 13.19  being denied, which may include denial of a person's authority 
 13.20  or status as a partner.  A statement of denial is a limitation 
 13.21  on authority as provided in section 323A.303(d) and (e).  
 13.22     Sec. 16.  [323A.305] [PARTNERSHIP LIABLE FOR PARTNER'S 
 13.23  ACTIONABLE CONDUCT.] 
 13.24     (a) A partnership is liable for loss or injury caused to a 
 13.25  person, or for a penalty incurred, as a result of a wrongful act 
 13.26  or omission, or other actionable conduct, of a partner acting in 
 13.27  the ordinary course of business of the partnership or with 
 13.28  authority of the partnership. 
 13.29     (b) If, in the course of the partnership's business or 
 13.30  while acting with authority of the partnership, a partner 
 13.31  receives or causes the partnership to receive money or property 
 13.32  of a person not a partner, and the money or property is 
 13.33  misapplied by a partner, the partnership is liable for the loss. 
 13.34     Sec. 17.  [323A.306] [PARTNER'S LIABILITY.] 
 13.35     (a) Except as otherwise provided in subsections (b) and 
 13.36  (c), all partners are liable jointly and severally for all 
 14.1   obligations of the partnership unless otherwise agreed by the 
 14.2   claimant or provided by law.  
 14.3      (b) A person admitted as a partner into an existing 
 14.4   partnership is not personally liable for any partnership 
 14.5   obligation incurred before the person's admission as a partner. 
 14.6      (c) An obligation of a partnership incurred while the 
 14.7   partnership is a limited liability partnership, whether arising 
 14.8   in contract, tort, or otherwise, is solely the obligation of the 
 14.9   partnership.  A partner is not personally liable, directly or 
 14.10  indirectly, by way of contribution or otherwise, for such an 
 14.11  obligation solely by reason of being or so acting as a partner.  
 14.12  This subsection applies notwithstanding anything inconsistent in 
 14.13  the partnership agreement that existed immediately before the 
 14.14  vote required to become a liability partnership under section 
 14.15  323A.1001(b).  
 14.16     (d) For the purposes of this section: 
 14.17     (1) All partnership debts and obligations under or relating 
 14.18  to a note, contract, or other agreement are incurred when the 
 14.19  note, contract, or other agreement is entered into.  
 14.20     (2) An amendment, modification, extension, or renewal of a 
 14.21  note, contract, or other agreement does not affect the time at 
 14.22  which a partnership debt or obligation under or relating to that 
 14.23  note, contract, or other agreement is incurred, even as to a 
 14.24  claim that relates to the subject matter of the amendment, 
 14.25  modification, extension, or renewal. 
 14.26     This subsection does not affect any law, rule, or period 
 14.27  pertaining to any statute of limitations or statute of repose. 
 14.28     Sec. 18.  [323A.307] [ACTIONS BY AND AGAINST PARTNERSHIP 
 14.29  AND PARTNERS.] 
 14.30     (a) A partnership may sue and be sued in the name of the 
 14.31  partnership.  
 14.32     (b) An action may be brought against the partnership and, 
 14.33  to the extent not inconsistent with section 323A.306, any or all 
 14.34  of the partners in the same action or in separate actions.  
 14.35     (c) A judgment against a partnership is not by itself a 
 14.36  judgment against a partner.  A judgment against a partnership 
 15.1   may not be satisfied from a partner's assets unless there is 
 15.2   also a judgment against the partner.  
 15.3      (d) A judgment creditor of a partner may not levy execution 
 15.4   against the assets of the partner to satisfy a judgment based on 
 15.5   a claim against the partnership unless the partner is personally 
 15.6   liable for the claim under section 323A.306; and 
 15.7      (1) a judgment based on the same claim has been obtained 
 15.8   against the partnership and a writ of execution on the judgment 
 15.9   has been returned unsatisfied in whole or in part; 
 15.10     (2) the partnership is a debtor in bankruptcy; 
 15.11     (3) the partner has agreed that the creditor need not 
 15.12  exhaust partnership assets; 
 15.13     (4) a court grants permission to the judgment creditor to 
 15.14  levy execution against the assets of a partner based on a 
 15.15  finding that partnership assets subject to execution are clearly 
 15.16  insufficient to satisfy the judgment, that exhaustion of 
 15.17  partnership assets is excessively burdensome, or that the grant 
 15.18  of permission is an appropriate exercise of the court's 
 15.19  equitable powers; or 
 15.20     (5) liability is imposed on the partner by law or contract 
 15.21  independent of the existence of the partnership. 
 15.22     (e) This section applies to any partnership liability or 
 15.23  obligation resulting from a representation by a partner or 
 15.24  purported partner under section 323A.308.  
 15.25     Sec. 19.  [323A.308] [LIABILITY OF PURPORTED PARTNER.] 
 15.26     (a) If a person, by words or conduct, purports to be a 
 15.27  partner, or consents to being represented by another as a 
 15.28  partner, in a partnership or with one or more persons not 
 15.29  partners, the purported partner is liable to a person to whom 
 15.30  the representation is made, if that person, relying on the 
 15.31  representation, enters into a transaction with the actual or 
 15.32  purported partnership.  If the representation, either by the 
 15.33  purported partner or by a person with the purported partner's 
 15.34  consent, is made in a public manner, the purported partner is 
 15.35  liable to a person who relies upon the purported partnership 
 15.36  even if the purported partner is not aware of being held out as 
 16.1   a partner to the claimant.  If partnership liability results, 
 16.2   the purported partner is liable with respect to that liability 
 16.3   as if the purported partner were a partner.  If no partnership 
 16.4   liability results, the purported partner is liable with respect 
 16.5   to that liability jointly and severally with any other person 
 16.6   consenting to the representation. 
 16.7      (b) If a person is thus represented to be a partner in an 
 16.8   existing partnership, or with one or more persons not partners, 
 16.9   the purported partner is an agent of persons consenting to the 
 16.10  representation to bind them to the same extent and in the same 
 16.11  manner as if the purported partner were a partner, with respect 
 16.12  to persons who enter into transactions in reliance upon the 
 16.13  representation.  If all of the partners of the existing 
 16.14  partnership consent to the representation, a partnership act or 
 16.15  obligation results.  If fewer than all of the partners of the 
 16.16  existing partnership consent to the representation, the person 
 16.17  acting and the partners consenting to the representation are 
 16.18  jointly and severally liable.  
 16.19     (c) A person is not liable as a partner merely because the 
 16.20  person is named by another in a statement of partnership 
 16.21  authority.  
 16.22     (d) A person does not continue to be liable as a partner 
 16.23  merely because of a failure to file a statement of dissociation 
 16.24  or to amend a statement of partnership authority to indicate the 
 16.25  partner's dissociation from the partnership.  
 16.26     (e) Except as otherwise provided in subsections (a) and 
 16.27  (b), persons who are not partners as to each other are not 
 16.28  liable as partners to other persons.  
 16.29                             ARTICLE 4
 16.30       RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP 
 16.31     Sec. 20.  [323A.401] [PARTNER'S RIGHTS AND DUTIES.] 
 16.32     (a) Each partner is deemed to have an account that is: 
 16.33     (1) credited with an amount equal to the money plus the 
 16.34  value of any other property, net of the amount of any 
 16.35  liabilities, the partner contributes to the partnership and the 
 16.36  partner's share of the partnership profits; and 
 17.1      (2) charged with an amount equal to the money plus the 
 17.2   value of any other property, net of the amount of any 
 17.3   liabilities, distributed by the partnership to the partner and 
 17.4   the partner's share of the partnership losses. 
 17.5      (b) Each partner is entitled to an equal share of the 
 17.6   partnership profits and is chargeable with a share of the 
 17.7   partnership losses in proportion to the partner's share of the 
 17.8   profits.  
 17.9      (c) A partnership shall reimburse a partner for payments 
 17.10  made and indemnify a partner for liabilities incurred by the 
 17.11  partner in the ordinary course of the business of the 
 17.12  partnership or for the preservation of its business or property. 
 17.13     (d) A partnership shall reimburse a partner for an advance 
 17.14  to the partnership beyond the amount of capital the partner 
 17.15  agreed to contribute.  
 17.16     (e) A payment or advance made by a partner which gives rise 
 17.17  to a partnership obligation under subsection (c) or (d) 
 17.18  constitutes a loan to the partnership which accrues interest 
 17.19  from the date of the payment or advance.  
 17.20     (f) Each partner has equal rights in the management and 
 17.21  conduct of the partnership business.  
 17.22     (g) A partner may use or possess partnership property only 
 17.23  on behalf of the partnership.  
 17.24     (h) A partner is not entitled to remuneration for services 
 17.25  performed for the partnership, except for reasonable 
 17.26  compensation for services rendered in winding up the business of 
 17.27  the partnership.  
 17.28     (i) A person may become a partner only with the consent of 
 17.29  all of the partners.  
 17.30     (j) A difference arising as to a matter in the ordinary 
 17.31  course of business of a partnership may be decided by a majority 
 17.32  of the partners.  An act outside the ordinary course of business 
 17.33  of a partnership and an amendment to the partnership agreement 
 17.34  may be undertaken only with the consent of all of the partners. 
 17.35     (k) This section does not affect the obligations of a 
 17.36  partnership to other persons under section 323A.301. 
 18.1      Sec. 21.  [323A.402] [DISTRIBUTIONS IN KIND.] 
 18.2      A partner has no right to receive, and may not be required 
 18.3   to accept, a distribution in kind.  
 18.4      Sec. 22.  [323A.403] [PARTNER'S RIGHTS AND DUTIES WITH 
 18.5   RESPECT TO INFORMATION.] 
 18.6      (a) A partnership shall keep its books and records, if any, 
 18.7   at its chief executive office. 
 18.8      (b) A partnership shall provide partners and their agents 
 18.9   and attorneys access to its books and records.  It shall provide 
 18.10  former partners and their agents and attorneys access to books 
 18.11  and records pertaining to the period during which they were 
 18.12  partners.  The right of access provides the opportunity to 
 18.13  inspect and copy books and records during ordinary business 
 18.14  hours.  A partnership may impose a reasonable charge, covering 
 18.15  the costs of labor and material, for copies of documents 
 18.16  furnished.  
 18.17     (c) Each partner and the partnership shall furnish to a 
 18.18  partner, and to the legal representative of a deceased partner 
 18.19  or partner under legal disability: 
 18.20     (1) without demand, any information concerning the 
 18.21  partnership's business and affairs reasonably required for the 
 18.22  proper exercise of the partner's rights and duties under the 
 18.23  partnership agreement or this chapter; and 
 18.24     (2) on demand, any other information concerning the 
 18.25  partnership's business and affairs, except to the extent the 
 18.26  demand or the information demanded is unreasonable or otherwise 
 18.27  improper under the circumstances. 
 18.28     Sec. 23.  [323A.404] [GENERAL STANDARDS OF PARTNER'S 
 18.29  CONDUCT.] 
 18.30     (a) The only fiduciary duties a partner owes to the 
 18.31  partnership and the other partners are the duty of loyalty and 
 18.32  the duty of care set forth in subsections (b) and (c).  
 18.33     (b) A partner's duty of loyalty to the partnership and the 
 18.34  other partners is limited to the following:  
 18.35     (1) to account to the partnership and hold as trustee for 
 18.36  it any property, profit, or benefit derived by the partner in 
 19.1   the conduct and winding up of the partnership business or 
 19.2   derived from a use by the partner of partnership property, 
 19.3   including the appropriation of a partnership opportunity; 
 19.4      (2) to refrain from dealing with the partnership in the 
 19.5   conduct or winding up of the partnership business as or on 
 19.6   behalf of a party having an interest adverse to the partnership; 
 19.7   and 
 19.8      (3) to refrain from competing with the partnership in the 
 19.9   conduct of the partnership business before the dissolution of 
 19.10  the partnership.  
 19.11     (c) A partner's duty of care to the partnership and the 
 19.12  other partners in the conduct and winding up of the partnership 
 19.13  business is limited to refraining from engaging in grossly 
 19.14  negligent or reckless conduct, intentional misconduct, or a 
 19.15  knowing violation of law.  
 19.16     (d) A partner shall discharge the duties to the partnership 
 19.17  and the other partners under this chapter or under the 
 19.18  partnership agreement and exercise any rights consistently with 
 19.19  the obligation of good faith and fair dealing. 
 19.20     (e) A partner does not violate a duty or obligation under 
 19.21  this chapter or under the partnership agreement merely because 
 19.22  the partner's conduct furthers the partner's own interest.  
 19.23     (f) A partner may lend money to and transact other business 
 19.24  with the partnership, and as to each loan or transaction the 
 19.25  rights and obligations of the partner are the same as those of a 
 19.26  person who is not a partner, subject to other applicable law. 
 19.27     (g) This section applies to a person winding up the 
 19.28  partnership business as the personal or legal representative of 
 19.29  the last surviving partner as if the person were a partner.  
 19.30     Sec. 24.  [323A.405] [ACTIONS BY PARTNERSHIP AND PARTNERS.] 
 19.31     (a) A partnership may maintain an action against a partner 
 19.32  for a breach of the partnership agreement, or for the violation 
 19.33  of a duty to the partnership, causing harm to the partnership.  
 19.34     (b) A partner may maintain an action against the 
 19.35  partnership or another partner for legal or equitable relief, 
 19.36  with or without an accounting as to partnership business, to:  
 20.1      (1) enforce the partner's rights under the partnership 
 20.2   agreement; 
 20.3      (2) enforce the partner's rights under this chapter, 
 20.4   including:  
 20.5      (i) the partner's rights under section 323A.401, 323A.403, 
 20.6   or 323A.404; 
 20.7      (ii) the partner's right on dissociation to have the 
 20.8   partner's interest in the partnership purchased pursuant to 
 20.9   section 323A.701 or enforce any other right under article 6 or 
 20.10  7; or 
 20.11     (iii) the partner's right to compel a dissolution and 
 20.12  winding up of the partnership business under section 323A.801 or 
 20.13  enforce any other right under article 8; or 
 20.14     (3) enforce the rights and otherwise protect the interests 
 20.15  of the partner, including rights and interests arising 
 20.16  independently of the partnership relationship.  
 20.17     (c) The accrual of, and any time limitation on, a right of 
 20.18  action for a remedy under this section is governed by other 
 20.19  law.  A right to an accounting upon a dissolution and winding up 
 20.20  does not revive a claim barred by law.  
 20.21     Sec. 25.  [323A.406] [CONTINUATION OF PARTNERSHIP BEYOND 
 20.22  DEFINITE TERM OR PARTICULAR UNDERTAKING.] 
 20.23     (a) If a partnership for a definite term or particular 
 20.24  undertaking is continued, without an express agreement, after 
 20.25  the expiration of the term or completion of the undertaking, the 
 20.26  rights and duties of the partners remain the same as they were 
 20.27  at the expiration or completion, so far as is consistent with a 
 20.28  partnership at will.  
 20.29     (b) If the partners, or those of them who habitually acted 
 20.30  in the business during the term or undertaking, continue the 
 20.31  business without any settlement or liquidation of the 
 20.32  partnership, they are presumed to have agreed that the 
 20.33  partnership will continue.  
 20.34                             ARTICLE 5 
 20.35                TRANSFEREES AND CREDITORS OF PARTNER 
 20.36     Sec. 26.  [323A.501] [PARTNER NOT CO-OWNER OF PARTNERSHIP 
 21.1   PROPERTY.] 
 21.2      A partner is not a co-owner of partnership property and has 
 21.3   no interest in partnership property which can be transferred, 
 21.4   either voluntarily or involuntarily.  
 21.5      Sec. 27.  [323A.502] [PARTNER'S TRANSFERABLE INTEREST IN 
 21.6   PARTNERSHIP.] 
 21.7      The only transferable interest of a partner in the 
 21.8   partnership is the partner's share of the profits and losses of 
 21.9   the partnership and the partner's right to receive 
 21.10  distributions.  The interest is personal property. 
 21.11     Sec. 28.  [323A.503] [TRANSFER OF PARTNER'S TRANSFERABLE 
 21.12  INTEREST.] 
 21.13     (a) A transfer, in whole or in part, of a partner's 
 21.14  transferable interest in the partnership: 
 21.15     (1) is permissible; 
 21.16     (2) does not by itself cause the partner's dissociation or 
 21.17  a dissolution and winding up of the partnership business; and 
 21.18     (3) does not, as against the other partners or the 
 21.19  partnership, entitle the transferee, during the continuance of 
 21.20  the partnership, to participate in the management or conduct of 
 21.21  the partnership business, to require access to information 
 21.22  concerning partnership transactions, or to inspect or copy the 
 21.23  partnership books or records.  
 21.24     (b) A transferee of a partner's transferable interest in 
 21.25  the partnership has a right:  
 21.26     (1) to receive, in accordance with the transfer, 
 21.27  distributions to which the transferor would otherwise be 
 21.28  entitled; 
 21.29     (2) to receive upon the dissolution and winding up of the 
 21.30  partnership business, in accordance with the transfer, the net 
 21.31  amount otherwise distributable to the transferor; and 
 21.32     (3) to seek under section 323A.801(6), a judicial 
 21.33  determination that it is equitable to wind up the partnership 
 21.34  business.  
 21.35     (c) In a dissolution and winding up, a transferee is 
 21.36  entitled to an account of partnership transactions only from the 
 22.1   date of the latest account agreed to by all of the partners. 
 22.2      (d) Upon transfer, the transferor retains the rights and 
 22.3   duties of a partner other than the interest in distributions 
 22.4   transferred.  
 22.5      (e) A partnership need not give effect to a transferee's 
 22.6   rights under this section until it has notice of the transfer. 
 22.7      (f) A transfer of a partner's transferable interest in the 
 22.8   partnership in violation of a restriction on transfer contained 
 22.9   in the partnership agreement is ineffective as to a person 
 22.10  having notice of the restriction at the time of transfer. 
 22.11     Sec. 29.  [323A.504] [PARTNER'S TRANSFERABLE INTEREST 
 22.12  SUBJECT TO CHARGING ORDER.] 
 22.13     (a) On application by a judgment creditor of a partner or 
 22.14  of a partner's transferee, a court having jurisdiction may 
 22.15  charge the transferable interest of the judgment debtor to 
 22.16  satisfy the judgment.  The court may appoint a receiver of the 
 22.17  share of the distributions due or to become due to the judgment 
 22.18  debtor in respect of the partnership and make all other orders, 
 22.19  directions, accounts, and inquiries the judgment debtor might 
 22.20  have made or which the circumstances of the case may require.  
 22.21     (b) A charging order constitutes a lien on the judgment 
 22.22  debtor's transferable interest in the partnership.  The court 
 22.23  may order a foreclosure of the interest subject to the charging 
 22.24  order at any time.  The purchaser at the foreclosure sale has 
 22.25  the rights of a transferee.  
 22.26     (c) At any time before foreclosure, an interest charged may 
 22.27  be redeemed:  
 22.28     (1) by the judgment debtor; 
 22.29     (2) with property other than partnership property, by one 
 22.30  or more of the other partners; or 
 22.31     (3) with partnership property, by one or more of the other 
 22.32  partners with the consent of all of the partners whose interests 
 22.33  are not so charged.  
 22.34     (d) This chapter does not deprive a partner of a right 
 22.35  under exemption laws with respect to the partner's interest in 
 22.36  the partnership.  
 23.1      (e) This section provides the exclusive remedy by which a 
 23.2   judgment creditor of a partner or partner's transferee may 
 23.3   satisfy a judgment out of the judgment debtor's transferable 
 23.4   interest in the partnership. 
 23.5                              ARTICLE 6 
 23.6                        PARTNER'S DISSOCIATION 
 23.7      Sec. 30.  [323A.601] [EVENTS CAUSING PARTNER'S 
 23.8   DISSOCIATION.] 
 23.9      A partner is dissociated from a partnership upon the 
 23.10  occurrence of any of the following events:  
 23.11     (1) the partnership's having notice of the partner's 
 23.12  express will to withdraw as a partner or on a later date 
 23.13  specified by the partner; 
 23.14     (2) an event agreed to in the partnership agreement as 
 23.15  causing the partner's dissociation; 
 23.16     (3) the partner's expulsion pursuant to the partnership 
 23.17  agreement; 
 23.18     (4) the partner's expulsion by the unanimous vote of the 
 23.19  other partners if: 
 23.20     (i) it is unlawful to carry on the partnership business 
 23.21  with that partner; 
 23.22     (ii) there has been a transfer of all or substantially all 
 23.23  of that partner's transferable interest in the partnership, 
 23.24  other than a transfer for security purposes, or a court order 
 23.25  charging the partner's interest, which has not been foreclosed; 
 23.26     (iii) within 90 days after the partnership notifies a 
 23.27  corporate partner that it will be expelled because it has filed 
 23.28  a certificate of dissolution or the equivalent, its charter has 
 23.29  been revoked, or its right to conduct business has been 
 23.30  suspended by the jurisdiction of its incorporation, there is no 
 23.31  revocation of the certificate of dissolution or no reinstatement 
 23.32  of its charter or its right to conduct business; or 
 23.33     (iv) a partnership that is a partner has been dissolved and 
 23.34  its business is being wound up; 
 23.35     (5) on application by the partnership or another partner, 
 23.36  the partner's expulsion by judicial determination because:  
 24.1      (i) the partner engaged in wrongful conduct that adversely 
 24.2   and materially affected the partnership business; 
 24.3      (ii) the partner willfully or persistently committed a 
 24.4   material breach of the partnership agreement or of a duty owed 
 24.5   to the partnership or the other partners under section 323A.404; 
 24.6   or 
 24.7      (iii) the partner engaged in conduct relating to the 
 24.8   partnership business which makes it not reasonably practicable 
 24.9   to carry on the business in partnership with the partner; 
 24.10     (6) the partner's:  
 24.11     (i) becoming a debtor in bankruptcy; 
 24.12     (ii) executing an assignment for the benefit of creditors; 
 24.13     (iii) seeking, consenting to, or acquiescing in the 
 24.14  appointment of a trustee, receiver, or liquidator of that 
 24.15  partner or of all or substantially all of that partner's 
 24.16  property; or 
 24.17     (iv) failing, within 90 days after the appointment, to have 
 24.18  vacated or stayed the appointment of a trustee, receiver, or 
 24.19  liquidator of the partner or of all or substantially all of the 
 24.20  partner's property obtained without the partner's consent or 
 24.21  acquiescence, or failing within 90 days after the expiration of 
 24.22  a stay to have the appointment vacated; 
 24.23     (7) in the case of a partner who is an individual:  
 24.24     (i) the partner's death; 
 24.25     (ii) the appointment of a guardian or general conservator 
 24.26  for the partner; or 
 24.27     (iii) a judicial determination that the partner has 
 24.28  otherwise become incapable of performing the partner's duties 
 24.29  under the partnership agreement; 
 24.30     (8) in the case of a partner that is a trust or is acting 
 24.31  as a partner by virtue of being a trustee of a trust, 
 24.32  distribution of the trust's entire transferable interest in the 
 24.33  partnership, but not merely by reason of the substitution of a 
 24.34  successor trustee; 
 24.35     (9) in the case of a partner that is an estate or is acting 
 24.36  as a partner by virtue of being a personal representative of an 
 25.1   estate, distribution of the estate's entire transferable 
 25.2   interest in the partnership, but not merely by reason of the 
 25.3   substitution of a successor personal representative; or 
 25.4      (10) termination of a partner who is not an individual, 
 25.5   partnership, corporation, trust, or estate. 
 25.6      Sec. 31.  [323A.602] [PARTNER'S POWER TO DISSOCIATE; 
 25.7   WRONGFUL DISSOCIATION.] 
 25.8      (a) A partner has the power to dissociate at any time, 
 25.9   rightfully or wrongfully, by express will pursuant to section 
 25.10  323A.601(1). 
 25.11     (b) A partner's dissociation is wrongful only if:  
 25.12     (1) it is in breach of an express provision of the 
 25.13  partnership agreement; or 
 25.14     (2) in the case of a partnership for a definite term or 
 25.15  particular undertaking, before the expiration of the term or the 
 25.16  completion of the undertaking:  
 25.17     (i) the partner withdraws by express will, unless the 
 25.18  withdrawal follows within 90 days after another partner's 
 25.19  dissociation by death or otherwise under section 323A.601(6) to 
 25.20  (10) or wrongful dissociation under this subsection; 
 25.21     (ii) the partner is expelled by judicial determination 
 25.22  under section 323A.601(5); 
 25.23     (iii) the partner is dissociated by becoming a debtor in 
 25.24  bankruptcy; or 
 25.25     (iv) in the case of a partner who is not an individual, 
 25.26  trust other than a business trust, or estate, the partner is 
 25.27  expelled or otherwise dissociated because it willfully dissolved 
 25.28  or terminated.  
 25.29     (c) A partner who wrongfully dissociates is liable to the 
 25.30  partnership and to the other partners for damages caused by the 
 25.31  dissociation.  The liability is in addition to any other 
 25.32  obligation of the partner to the partnership or to the other 
 25.33  partners.  
 25.34     Sec. 32.  [323A.603] [EFFECT OF PARTNER'S DISSOCIATION.] 
 25.35     (a) If a partner's dissociation results in a dissolution 
 25.36  and winding up of the partnership business, article 8 applies; 
 26.1   otherwise, article 7 applies.  
 26.2      (b) Upon a partner's dissociation:  
 26.3      (1) the partner's right to participate in the management 
 26.4   and conduct of the partnership business terminates, except as 
 26.5   otherwise provided in section 323A.803; 
 26.6      (2) the partner's duty of loyalty under section 
 26.7   323A.404(b)(3) terminates; and 
 26.8      (3) the partner's duty of loyalty under section 
 26.9   323A.404(b)(1) and (2) and duty of care under section 
 26.10  323A.404(c) continue only with regard to matters arising and 
 26.11  events occurring before the partner's dissociation, unless the 
 26.12  partner participates in winding up the partnership's business 
 26.13  pursuant to section 323A.803. 
 26.14                             ARTICLE 7 
 26.15         PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP 
 26.16     Sec. 33.  [323A.701] [PURCHASE OF DISSOCIATED PARTNER'S 
 26.17  INTEREST.] 
 26.18     (a) If a partner is dissociated from a partnership without 
 26.19  resulting in a dissolution and winding up of the partnership 
 26.20  business under section 323A.801, the partnership shall cause the 
 26.21  dissociated partner's interest in the partnership to be 
 26.22  purchased for a buyout price determined pursuant to subsection 
 26.23  (b).  
 26.24     (b) The buyout price of a dissociated partner's interest is 
 26.25  the amount that would have been distributable to the 
 26.26  dissociating partner under section 323A.807(b), if, on the date 
 26.27  of dissociation, the assets of the partnership were sold at a 
 26.28  price equal to the greater of the liquidation value or the value 
 26.29  based on a sale of the entire business as a going concern 
 26.30  without the dissociated partner and the partnership were wound 
 26.31  up as of that date.  Interest must be paid from the date of 
 26.32  dissociation to the date of payment.  
 26.33     (c) Damages for wrongful dissociation under section 
 26.34  323A.602(b), and all other amounts owing, whether or not 
 26.35  presently due, from the dissociated partner to the partnership, 
 26.36  must be offset against the buyout price.  Interest must be paid 
 27.1   from the date the amount owed becomes due to the date of payment.
 27.2      (d) A partnership shall indemnify a dissociated partner 
 27.3   whose interest is being purchased against all partnership 
 27.4   liabilities, whether incurred before or after the dissociation, 
 27.5   except liabilities incurred by an act of the dissociated partner 
 27.6   under section 323A.702. 
 27.7      (e) If no agreement for the purchase of a dissociated 
 27.8   partner's interest is reached within 120 days after a written 
 27.9   demand for payment, the partnership shall pay, or cause to be 
 27.10  paid, in cash to the dissociated partner the amount the 
 27.11  partnership estimates to be the buyout price and accrued 
 27.12  interest, reduced by any offsets and accrued interest under 
 27.13  subsection (c). 
 27.14     (f) If a deferred payment is authorized under subsection 
 27.15  (h), the partnership may tender a written offer to pay the 
 27.16  amount it estimates to be the buyout price and accrued interest, 
 27.17  reduced by any offsets under subsection (c), stating the time of 
 27.18  payment, the amount and type of security for payment, and the 
 27.19  other terms and conditions of the obligation.  
 27.20     (g) The payment or tender required by subsection (e) or (f) 
 27.21  must be accompanied by the following: 
 27.22     (1) a statement of partnership assets and liabilities as of 
 27.23  the date of dissociation; 
 27.24     (2) the latest available partnership balance sheet and 
 27.25  income statement, if any; 
 27.26     (3) an explanation of how the estimated amount of the 
 27.27  payment was calculated; and 
 27.28     (4) written notice that the payment is in full satisfaction 
 27.29  of the obligation to purchase unless, within 120 days after the 
 27.30  written notice, the dissociated partner commences an action to 
 27.31  determine the buyout price, any offsets under subsection (c), or 
 27.32  other terms of the obligation to purchase.  
 27.33     (h) A partner who wrongfully dissociates before the 
 27.34  expiration of a definite term or the completion of a particular 
 27.35  undertaking is not entitled to payment of any portion of the 
 27.36  buyout price until the expiration of the term or completion of 
 28.1   the undertaking, unless the partner establishes to the 
 28.2   satisfaction of the court that earlier payment will not cause 
 28.3   undue hardship to the business of the partnership.  A deferred 
 28.4   payment must be adequately secured and bear interest.  
 28.5      (i) A dissociated partner may maintain an action against 
 28.6   the partnership, pursuant to section 323A.405(b)(2)(ii), to 
 28.7   determine the buyout price of that partner's interest, any 
 28.8   offsets under subsection (c), or other terms of the obligation 
 28.9   to purchase.  The action must be commenced within 120 days after 
 28.10  the partnership has tendered payment or an offer to pay or 
 28.11  within one year after written demand for payment if no payment 
 28.12  or offer to pay is tendered.  The court shall determine the 
 28.13  buyout price of the dissociated partner's interest, any offset 
 28.14  due under subsection (c), and accrued interest, and enter 
 28.15  judgment for any additional payment or refund.  If deferred 
 28.16  payment is authorized under subsection (h), the court shall also 
 28.17  determine the security for payment and other terms of the 
 28.18  obligation to purchase.  The court may assess reasonable 
 28.19  attorney's fees and the fees and expenses of appraisers or other 
 28.20  experts for a party to the action, in amounts the court finds 
 28.21  equitable, against a party that the court finds acted 
 28.22  arbitrarily, vexatiously, or not in good faith.  The finding may 
 28.23  be based on the partnership's failure to tender payment or an 
 28.24  offer to pay or to comply with subsection (g). 
 28.25     Sec. 34.  [323A.702] [DISSOCIATED PARTNER'S POWER TO BIND 
 28.26  AND LIABILITY TO PARTNERSHIP.] 
 28.27     (a) For two years after a partner dissociates without 
 28.28  resulting in a dissolution and winding up of the partnership 
 28.29  business, the partnership, including a surviving partnership 
 28.30  under article 9, is bound by an act of the dissociated partner 
 28.31  which would have bound the partnership under section 323A.301 
 28.32  before dissociation only if at the time of entering into the 
 28.33  transaction the other party:  
 28.34     (1) reasonably believed that the dissociated partner was 
 28.35  then a partner; 
 28.36     (2) did not have notice of the partner's dissociation; and 
 29.1      (3) is not deemed to have had knowledge under section 
 29.2   323A.303(e) or notice under section 323A.704(c).  
 29.3      (b) A dissociated partner is liable to the partnership for 
 29.4   any damage caused to the partnership arising from an obligation 
 29.5   incurred by the dissociated partner after dissociation for which 
 29.6   the partnership is liable under subsection (a).  
 29.7      Sec. 35.  [323A.703] [DISSOCIATED PARTNER'S LIABILITY TO 
 29.8   OTHER PERSONS.] 
 29.9      (a) A partner's dissociation does not of itself discharge 
 29.10  the partner's liability for a partnership obligation incurred 
 29.11  before dissociation.  A dissociated partner is not liable for a 
 29.12  partnership obligation incurred after dissociation except as 
 29.13  otherwise provided in subsection (b).  
 29.14     (b) A partner who dissociates without resulting in a 
 29.15  dissolution and winding up of the partnership business is liable 
 29.16  as a partner to the other party in a transaction entered into by 
 29.17  the partnership, or a surviving partnership under article 9, 
 29.18  within two years after the partner's dissociation, only if the 
 29.19  partner is liable for the obligation under section 323A.306 and 
 29.20  at the time of entering into the transaction the other party:  
 29.21     (1) reasonably believed that the dissociated partner was 
 29.22  then a partner; 
 29.23     (2) did not have notice of the partner's dissociation; and 
 29.24     (3) is not deemed to have had knowledge under section 
 29.25  323A.303(e) or notice under section 323A.704(c).  
 29.26     (c) By agreement with the partnership creditor and the 
 29.27  partners continuing the business, a dissociated partner may be 
 29.28  released from liability for a partnership obligation.  
 29.29     (d) A dissociated partner is released from liability for a 
 29.30  partnership obligation if a partnership creditor, with notice of 
 29.31  the partner's dissociation but without the partner's consent, 
 29.32  agrees to a material alteration in the nature or time of payment 
 29.33  of a partnership obligation.  
 29.34     Sec. 36.  [323A.704] [STATEMENT OF DISSOCIATION.] 
 29.35     (a) A dissociated partner or the partnership may file a 
 29.36  statement of dissociation stating the name of the partnership 
 30.1   and that the partner is dissociated from the partnership.  
 30.2      (b) A statement of dissociation is a limitation on the 
 30.3   authority of a dissociated partner for the purposes of section 
 30.4   323A.303(d) and (e).  
 30.5      (c) For the purposes of sections 323A.702(a)(3) and 
 30.6   323A.703(b)(3), a person not a partner is deemed to have notice 
 30.7   of the dissociation 90 days after the statement of dissociation 
 30.8   is filed. 
 30.9      Sec. 37.  [323A.705] [CONTINUED USE OF PARTNERSHIP NAME.] 
 30.10     Continued use of a partnership name, or a dissociated 
 30.11  partner's name as part of the partnership name, by partners 
 30.12  continuing the business does not of itself make the dissociated 
 30.13  partner liable for an obligation of the partners or the 
 30.14  partnership continuing the business. 
 30.15                             ARTICLE 8 
 30.16                  WINDING UP PARTNERSHIP BUSINESS 
 30.17     Sec. 38.  [323A.801] [EVENTS CAUSING DISSOLUTION AND 
 30.18  WINDING UP OF PARTNERSHIP BUSINESS.] 
 30.19     A partnership is dissolved, and its business must be wound 
 30.20  up, only upon the occurrence of any of the following events:  
 30.21     (1) in a partnership at will, the partnership's having 
 30.22  notice from a partner, other than a partner who is dissociated 
 30.23  under section 323A.601(2) to (10), of that partner's express 
 30.24  will to withdraw as a partner, or on a later date specified by 
 30.25  the partner; 
 30.26     (2) in a partnership for a definite term or particular 
 30.27  undertaking:  
 30.28     (i) within 90 days after a partner's dissociation by death 
 30.29  or otherwise under section 323A.601(6) to (10) or wrongful 
 30.30  dissociation under section 323A.602(b), the express will of at 
 30.31  least half of the remaining partners to dissolve the partnership 
 30.32  business, for which purpose a partner's rightful dissociation 
 30.33  pursuant to section 323A.602(b)(2)(i) constitutes the expression 
 30.34  of that partner's will to dissolve; 
 30.35     (ii) the express will of all of the partners to wind up the 
 30.36  partnership business; or 
 31.1      (iii) the expiration of the term or the completion of the 
 31.2   undertaking; 
 31.3      (3) an event agreed to in the partnership agreement 
 31.4   resulting in the winding up of the partnership business; 
 31.5      (4) an event that makes it unlawful for all or 
 31.6   substantially all of the business of the partnership to be 
 31.7   continued, but a cure of illegality within 90 days after notice 
 31.8   to the partnership of the event is effective retroactively to 
 31.9   the date of the event for purposes of this section; 
 31.10     (5) on application by a partner, a judicial determination 
 31.11  that:  
 31.12     (i) the economic purpose of the partnership is likely to be 
 31.13  unreasonably frustrated; 
 31.14     (ii) another partner has engaged in conduct relating to the 
 31.15  partnership business which makes it not reasonably practicable 
 31.16  to carry on the business in partnership with that partner; or 
 31.17     (iii) it is not otherwise reasonably practicable to carry 
 31.18  on the partnership business in conformity with the partnership 
 31.19  agreement; or 
 31.20     (6) on application by a transferee of a partner's 
 31.21  transferable interest, a judicial determination that it is 
 31.22  equitable to wind up the partnership business:  
 31.23     (i) after the expiration of the term or completion of the 
 31.24  undertaking, if the partnership was for a definite term or 
 31.25  particular undertaking at the time of the transfer or entry of 
 31.26  the charging order that gave rise to the transfer; or 
 31.27     (ii) at any time, if the partnership was a partnership at 
 31.28  will at the time of the transfer or entry of the charging order 
 31.29  that gave rise to the transfer. 
 31.30     Sec. 39.  [323A.802] [PARTNERSHIP CONTINUES AFTER 
 31.31  DISSOLUTION.] 
 31.32     (a) Subject to subsection (b), a partnership continues 
 31.33  after dissolution only for the purpose of winding up its 
 31.34  business.  The partnership is terminated when the winding up of 
 31.35  its business is completed. 
 31.36     (b) At any time after the dissolution of a partnership and 
 32.1   before the winding up of its business is completed, all of the 
 32.2   partners, including any dissociating partner other than a 
 32.3   wrongfully dissociating partner, may waive the right to have the 
 32.4   partnership's business wound up and the partnership terminated.  
 32.5   In that event: 
 32.6      (1) the partnership resumes carrying on its business as if 
 32.7   dissolution had never occurred, and any liability incurred by 
 32.8   the partnership or a partner after the dissolution and before 
 32.9   the waiver is determined as if dissolution had never occurred; 
 32.10  and 
 32.11     (2) the rights of a third party accruing under section 
 32.12  323A.804(1), or arising out of conduct in reliance on the 
 32.13  dissolution before the third party knew or received a 
 32.14  notification of the waiver may not be adversely affected. 
 32.15     Sec. 40.  [323A.803] [RIGHT TO WIND UP PARTNERSHIP 
 32.16  BUSINESS.] 
 32.17     (a) After dissolution, a partner who has not wrongfully 
 32.18  dissociated may participate in winding up the partnership's 
 32.19  business, but on application of any partner, partner's legal 
 32.20  representative, or transferee, the court, for good cause shown, 
 32.21  may order judicial supervision of the winding up. 
 32.22     (b) The legal representative of the last surviving partner 
 32.23  may wind up a partnership's business.  
 32.24     (c) A person winding up a partnership's business may 
 32.25  preserve the partnership business or property as a going concern 
 32.26  for a reasonable time, prosecute and defend actions and 
 32.27  proceedings, whether civil, criminal, or administrative, settle 
 32.28  and close the partnership's business, dispose of and transfer 
 32.29  the partnership's property, discharge the partnership's 
 32.30  liabilities, distribute the assets of the partnership pursuant 
 32.31  to section 323A.807, settle disputes by mediation or 
 32.32  arbitration, and perform other necessary acts.  
 32.33     Sec. 41.  [323A.804] [PARTNER'S POWER TO BIND PARTNERSHIP 
 32.34  AFTER DISSOLUTION.] 
 32.35     Subject to section 323A.805, a partnership is bound by a 
 32.36  partner's act after dissolution that:  
 33.1      (1) is appropriate for winding up the partnership business; 
 33.2   or 
 33.3      (2) would have bound the partnership under section 323A.301 
 33.4   before dissolution, if the other party to the transaction did 
 33.5   not have notice of the dissolution. 
 33.6      Sec. 42.  [323A.805] [STATEMENT OF DISSOLUTION.] 
 33.7      (a) After dissolution, a partner who has not wrongfully 
 33.8   dissociated may file a statement of dissolution stating the name 
 33.9   of the partnership and that the partnership has dissolved and is 
 33.10  winding up its business.  
 33.11     (b) A filed statement of dissolution cancels a filed 
 33.12  statement of partnership authority for the purposes of section 
 33.13  323A.303(d)(1) and, if recorded, is a limitation on authority 
 33.14  for the purposes of sections 323A.303(d)(2) and 323A.303(e).  
 33.15     (c) For the purposes of sections 323A.301 and 323A.804, a 
 33.16  person not a partner is deemed to have notice of the dissolution 
 33.17  and the limitation on the partners' authority as a result of the 
 33.18  statement of dissolution 90 days after it is filed.  
 33.19     (d) After filing and, if appropriate, recording a statement 
 33.20  of dissolution, a dissolved partnership may file and, if 
 33.21  appropriate, record a statement of partnership authority which 
 33.22  will operate with respect to a person not a partner as provided 
 33.23  in section 323A.303(d) and (e) in any transaction, whether or 
 33.24  not the transaction is appropriate for winding up the 
 33.25  partnership business.  
 33.26     Sec. 43.  [323A.806] [PARTNER'S LIABILITY TO OTHER PARTNERS 
 33.27  AFTER DISSOLUTION.] 
 33.28     (a) Except as otherwise provided in subsection (b) and 
 33.29  section 323A.306, after dissolution a partner is liable to the 
 33.30  other partners for the partner's share of any partnership 
 33.31  liability incurred under section 323A.804.  
 33.32     (b) A partner who, with knowledge of the dissolution, 
 33.33  incurs a partnership liability under section 323A.804(2) by an 
 33.34  act that is not appropriate for winding up the partnership 
 33.35  business is liable to the partnership for any damage caused to 
 33.36  the partnership arising from the liability.  
 34.1      Sec. 44.  [323A.807] [SETTLEMENT OF ACCOUNTS AND 
 34.2   CONTRIBUTIONS AMONG PARTNERS.] 
 34.3      (a) In winding up a partnership's business, the assets of 
 34.4   the partnership, including the contributions of the partners 
 34.5   required by this section, must be applied to discharge its 
 34.6   obligations to creditors, including, to the extent permitted by 
 34.7   law, partners who are creditors.  Any surplus must be applied to 
 34.8   pay in cash the net amount distributable to partners in 
 34.9   accordance with their right to distributions under subsection 
 34.10  (b). 
 34.11     (b) Each partner is entitled to a settlement of all 
 34.12  partnership accounts upon winding up the partnership business.  
 34.13  In settling accounts among the partners, profits and losses that 
 34.14  result from the liquidation of the partnership assets must be 
 34.15  credited and charged to the partners' accounts.  The partnership 
 34.16  shall make a distribution to a partner in an amount equal to any 
 34.17  excess of the credits over the charges in the partner's 
 34.18  account.  A partner shall contribute to the partnership an 
 34.19  amount equal to any excess of the charges over the credits in 
 34.20  the partner's account but excluding from the calculation charges 
 34.21  attributable to an obligation for which the partner is not 
 34.22  personally liable under section 323A.306.  
 34.23     (c) If a partner fails to contribute the full amount 
 34.24  required under subsection (b), all of the other partners shall 
 34.25  contribute, in the proportions in which those partners share 
 34.26  partnership losses, the additional amount necessary to satisfy 
 34.27  the partnership obligations for which they are personally liable 
 34.28  under section 323A.306.  A partner or partner's legal 
 34.29  representative may recover from the other partners any 
 34.30  contributions the partner makes to the extent the amount 
 34.31  contributed exceeds that partner's share of the partnership 
 34.32  obligations for which the partner is personally liable under 
 34.33  section 323A.306.  
 34.34     (d) After the settlement of accounts, each partner shall 
 34.35  contribute, in the proportion in which the partner shares 
 34.36  partnership losses, the amount necessary to satisfy partnership 
 35.1   obligations that were not known at the time of the settlement 
 35.2   and for which the partner is personally liable under section 
 35.3   323A.306. 
 35.4      (e) The estate of a deceased partner is liable for the 
 35.5   partner's obligation to contribute to the partnership.  
 35.6      (f) An assignee for the benefit of creditors of a 
 35.7   partnership or a partner, or a person appointed by a court to 
 35.8   represent creditors of a partnership or a partner, may enforce a 
 35.9   partner's obligation to contribute to the partnership. 
 35.10                             ARTICLE 9 
 35.11                      CONVERSIONS AND MERGERS 
 35.12     Sec. 45.  [323A.901] [DEFINITIONS.] 
 35.13     In this article: 
 35.14     (1) "General partner" means a partner in a partnership and 
 35.15  a general partner in a limited partnership. 
 35.16     (2) "Limited partner" means a limited partner in a limited 
 35.17  partnership. 
 35.18     (3) "Limited partnership" means a limited partnership 
 35.19  created under chapter 322A, predecessor law, or comparable law 
 35.20  of another jurisdiction. 
 35.21     (4) "Partner" includes both a general partner and a limited 
 35.22  partner. 
 35.23     Sec. 46.  [323A.902] [CONVERSION OF PARTNERSHIP TO LIMITED 
 35.24  PARTNERSHIP.] 
 35.25     (a) A partnership may be converted to a limited partnership 
 35.26  pursuant to this section.  
 35.27     (b) The terms and conditions of a conversion of a 
 35.28  partnership to a limited partnership must be approved by all of 
 35.29  the partners or by a number or percentage specified for 
 35.30  conversion in the partnership agreement. 
 35.31     (c) After the conversion is approved by the partners, the 
 35.32  partnership shall file a certificate of limited partnership in 
 35.33  the jurisdiction in which the limited partnership is to be 
 35.34  formed.  The certificate must include: 
 35.35     (1) a statement that the partnership was converted to a 
 35.36  limited partnership from a partnership; 
 36.1      (2) its former name; and 
 36.2      (3) a statement of the number of votes cast by the partners 
 36.3   for and against the conversion and, if the vote is less than 
 36.4   unanimous, the number or percentage required to approve the 
 36.5   conversion under the partnership agreement. 
 36.6      (d) The conversion takes effect when the certificate of 
 36.7   limited partnership is filed or at any later date specified in 
 36.8   the certificate.  
 36.9      (e) A general partner who becomes a limited partner as a 
 36.10  result of the conversion remains liable as a general partner for 
 36.11  an obligation incurred by the partnership before the conversion 
 36.12  takes effect.  If the other party to a transaction with the 
 36.13  limited partnership reasonably believes when entering the 
 36.14  transaction that the limited partner is a general partner, the 
 36.15  limited partner is liable for an obligation incurred by the 
 36.16  limited partnership within 90 days after the conversion takes 
 36.17  effect.  The limited partner's liability for all other 
 36.18  obligations of the limited partnership incurred after the 
 36.19  conversion takes effect is that of a limited partner as provided 
 36.20  in chapter 322A. 
 36.21     Sec. 47.  [323A.903] [CONVERSION OF LIMITED PARTNERSHIP TO 
 36.22  PARTNERSHIP.] 
 36.23     (a) A limited partnership may be converted to a partnership 
 36.24  pursuant to this section.  
 36.25     (b) Notwithstanding a provision to the contrary in a 
 36.26  limited partnership agreement, the terms and conditions of a 
 36.27  conversion of a limited partnership to a partnership must be 
 36.28  approved by all of the partners.  
 36.29     (c) After the conversion is approved by the partners, the 
 36.30  limited partnership shall cancel its certificate of limited 
 36.31  partnership. 
 36.32     (d) The conversion takes effect when the certificate of 
 36.33  limited partnership is canceled.  
 36.34     (e) A limited partner who becomes a general partner as a 
 36.35  result of the conversion remains liable only as a limited 
 36.36  partner for an obligation incurred by the limited partnership 
 37.1   before the conversion takes effect.  Except as otherwise 
 37.2   provided in section 323A.306, the partner is liable as a general 
 37.3   partner for an obligation of the partnership incurred after the 
 37.4   conversion takes effect. 
 37.5      Sec. 48.  [323A.904] [EFFECT OF CONVERSION; ENTITY 
 37.6   UNCHANGED.] 
 37.7      (a) A partnership or limited partnership that has been 
 37.8   converted pursuant to this article is for all purposes the same 
 37.9   entity that existed before the conversion.  
 37.10     (b) When a conversion takes effect:  
 37.11     (1) all property owned by the converting partnership or 
 37.12  limited partnership remains vested in the converted entity; 
 37.13     (2) all obligations of the converting partnership or 
 37.14  limited partnership continue as obligations of the converted 
 37.15  entity; and 
 37.16     (3) an action or proceeding pending against the converting 
 37.17  partnership or limited partnership may be continued as if the 
 37.18  conversion had not occurred. 
 37.19     Sec. 49.  [323A.905] [MERGER OF PARTNERSHIPS.] 
 37.20     (a) Pursuant to a plan of merger approved as provided in 
 37.21  subsection (c), a partnership may be merged with one or more 
 37.22  partnerships or limited partnerships.  
 37.23     (b) The plan of merger must set forth:  
 37.24     (1) the name of each partnership or limited partnership 
 37.25  that is a party to the merger; 
 37.26     (2) the name of the surviving entity into which the other 
 37.27  partnerships or limited partnerships will merge; 
 37.28     (3) whether the surviving entity is a partnership or a 
 37.29  limited partnership and the status of each partner; 
 37.30     (4) the terms and conditions of the merger; 
 37.31     (5) the manner and basis of converting the interests of 
 37.32  each party to the merger into interests or obligations of the 
 37.33  surviving entity, or into money or other property in whole or 
 37.34  part; and 
 37.35     (6) the street address, including the zip code, of the 
 37.36  surviving entity's chief executive office.  
 38.1      (c) The plan of merger must be approved: 
 38.2      (1) in the case of a partnership that is a party to the 
 38.3   merger, by all of the partners, or a number or percentage 
 38.4   specified for merger in the partnership agreement; and 
 38.5      (2) in the case of a limited partnership that is a party to 
 38.6   the merger, by the vote required for approval of a merger by the 
 38.7   law of the state or foreign jurisdiction in which the limited 
 38.8   partnership is organized and, in the absence of such a 
 38.9   specifically applicable law, by all the partners, 
 38.10  notwithstanding a provision to the contrary in the partnership 
 38.11  agreement. 
 38.12     (d) After a plan of merger is approved and before the 
 38.13  merger takes effect, the plan may be amended or abandoned as 
 38.14  provided in the plan.  
 38.15     (e) The merger takes effect on the later of:  
 38.16     (1) the approval of the plan of merger by all parties to 
 38.17  the merger, as provided in subsection (c); 
 38.18     (2) the filing of all documents required by law to be filed 
 38.19  as a condition to the effectiveness of the merger; or 
 38.20     (3) any effective date specified in the plan of merger. 
 38.21     Sec. 50.  [323A.906] [EFFECT OF MERGER.] 
 38.22     (a) When a merger takes effect:  
 38.23     (1) the separate existence of every partnership or limited 
 38.24  partnership that is a party to the merger, other than the 
 38.25  surviving entity, ceases; 
 38.26     (2) all property owned by each of the merged partnerships 
 38.27  or limited partnerships vests in the surviving entity; 
 38.28     (3) all obligations of every partnership or limited 
 38.29  partnership that is a party to the merger become the obligations 
 38.30  of the surviving entity; and 
 38.31     (4) an action or proceeding pending against a partnership 
 38.32  or limited partnership that is a party to the merger may be 
 38.33  continued as if the merger had not occurred, or the surviving 
 38.34  entity may be substituted as a party to the action or proceeding.
 38.35     (b) The secretary of state of this state is the agent for 
 38.36  service of process in an action or proceeding against a 
 39.1   surviving foreign partnership or limited partnership to enforce 
 39.2   an obligation of a domestic partnership or limited partnership 
 39.3   that is a party to a merger.  The surviving entity shall, as 
 39.4   part of the merger documents, state the mailing address, 
 39.5   including the zip code, of its chief executive office.  Service 
 39.6   of process is pursuant to section 5.25. 
 39.7      (c) A partner of the surviving partnership or limited 
 39.8   partnership is liable for:  
 39.9      (1) all obligations of a party to the merger for which the 
 39.10  partner was personally liable before the merger; 
 39.11     (2) all other obligations of the surviving entity incurred 
 39.12  before the merger by a party to the merger, but those 
 39.13  obligations may be satisfied only out of property of the entity; 
 39.14  and 
 39.15     (3) except as otherwise provided in section 323A.306, all 
 39.16  obligations of the surviving entity incurred after the merger 
 39.17  takes effect, but those obligations may be satisfied only out of 
 39.18  property of the entity if the partner is a limited partner.  
 39.19     (d) If the obligations incurred before the merger by a 
 39.20  party to the merger are not satisfied out of the property of the 
 39.21  surviving partnership or limited partnership, the general 
 39.22  partners of that party immediately before the effective date of 
 39.23  the merger shall contribute the amount necessary to satisfy that 
 39.24  party's obligations to the surviving entity, in the manner 
 39.25  provided in section 323A.807, or in the limited partnership act 
 39.26  of the jurisdiction in which the party was formed, as the case 
 39.27  may be, as if the merged party were dissolved.  
 39.28     (e) A partner of a party to a merger who does not become a 
 39.29  partner of the surviving partnership or limited partnership is 
 39.30  dissociated from the entity, of which that partner was a 
 39.31  partner, as of the date the merger takes effect.  The surviving 
 39.32  entity shall cause the partner's interest in the entity to be 
 39.33  purchased under section 323A.701 or another statute specifically 
 39.34  applicable to that partner's interest with respect to a merger.  
 39.35  The surviving entity is bound under section 323A.702 by an act 
 39.36  of a general partner dissociated under this subsection, and the 
 40.1   partner is liable under section 323A.703 for transactions 
 40.2   entered into by the surviving entity after the merger takes 
 40.3   effect. 
 40.4      Sec. 51.  [323A.907] [STATEMENT OF MERGER.] 
 40.5      (a) After a merger under sections 323A.905 to 323A.907, the 
 40.6   surviving partnership or limited partnership must file a 
 40.7   statement that one or more partnerships or limited partnerships 
 40.8   have merged into the surviving entity.  
 40.9      (b) A statement of merger must contain:  
 40.10     (1) the name of each partnership or limited partnership 
 40.11  that is a party to the merger; 
 40.12     (2) the name of the surviving entity into which the other 
 40.13  partnerships or limited partnerships were merged; 
 40.14     (3) the street address, including the zip code, of the 
 40.15  surviving entity's chief executive office and of an office in 
 40.16  this state, if any; and 
 40.17     (4) whether the surviving entity is a partnership or a 
 40.18  limited partnership.  
 40.19     (c) Except as otherwise provided in subsection (d), for the 
 40.20  purposes of section 323A.302, property of the surviving 
 40.21  partnership or limited partnership which before the merger was 
 40.22  held in the name of another party to the merger is property held 
 40.23  in the name of the surviving entity upon filing a statement of 
 40.24  merger.  
 40.25     (d) For the purposes of section 323A.302, real property of 
 40.26  the surviving partnership or limited partnership which before 
 40.27  the merger was held in the name of another party to the merger 
 40.28  is property held in the name of the surviving entity upon 
 40.29  recording a certified copy of the statement of merger. 
 40.30     (e) A filed statement of merger, executed and declared to 
 40.31  be accurate pursuant to section 323A.105(c), stating the name of 
 40.32  a partnership or limited partnership that is a party to the 
 40.33  merger in whose name property was held before the merger and the 
 40.34  name of the surviving entity, but not containing all of the 
 40.35  other information required by subsection (b), operates with 
 40.36  respect to the partnerships or limited partnerships named to the 
 41.1   extent provided in subsections (c) and (d). 
 41.2      Sec. 52.  [323A.908] [NONEXCLUSIVE.] 
 41.3      This article is not exclusive.  Partnerships or limited 
 41.4   partnerships may be converted or merged in any other manner 
 41.5   provided by law. 
 41.6                              ARTICLE 10 
 41.7                    LIMITED LIABILITY PARTNERSHIP 
 41.8      Sec. 53.  [323A.1001] [STATEMENT OF QUALIFICATION.] 
 41.9      (a) A partnership may become a limited liability 
 41.10  partnership pursuant to this section. 
 41.11     (b) The terms and conditions on which a partnership becomes 
 41.12  a limited liability partnership must be approved by the vote 
 41.13  necessary to amend the partnership agreement except, in the case 
 41.14  of a partnership agreement that expressly considers obligations 
 41.15  to contribute to the partnership, the vote necessary to amend 
 41.16  those provisions. 
 41.17     (c) After the approval required by subsection (b), a 
 41.18  partnership may become a limited liability partnership by filing 
 41.19  a statement of qualification.  The statement must contain: 
 41.20     (1) the name of the partnership; 
 41.21     (2) the street address, including the zip code, of the 
 41.22  partnership's chief executive office and, if different, the 
 41.23  street address, including the zip code, of an office in this 
 41.24  state, if any; 
 41.25     (3) if the partnership does not have an office in this 
 41.26  state, the name and street address, including the zip code, of 
 41.27  the partnership's agent for service of process; 
 41.28     (4) a statement that the partnership elects to be a limited 
 41.29  liability partnership; and 
 41.30     (5) a deferred effective date, if any. 
 41.31     (d) The agent of a limited liability partnership for 
 41.32  service of process must be an individual who is a resident of 
 41.33  this state or other person authorized to do business in this 
 41.34  state. 
 41.35     (e) The status of a partnership as a limited liability 
 41.36  partnership is effective on the later of the filing of the 
 42.1   statement or a date specified in the statement.  The status 
 42.2   remains effective, regardless of changes in the partnership, 
 42.3   until it is canceled pursuant to section 323A.105(d) or revoked 
 42.4   pursuant to section 323A.1003. 
 42.5      (f) The status of a partnership as a limited liability 
 42.6   partnership and the liability of its partners is not affected by 
 42.7   errors or later changes in the information required to be 
 42.8   contained in the statement of qualification under subsection (c).
 42.9      (g) The filing of a statement of qualification establishes 
 42.10  that a partnership has satisfied all conditions precedent to the 
 42.11  qualification of the partnership as a limited liability 
 42.12  partnership. 
 42.13     (h) An amendment or cancellation of a statement of 
 42.14  qualification is effective when it is filed or on a deferred 
 42.15  effective date specified in the amendment or cancellation.  
 42.16     Sec. 54.  [323A.1002] [NAME.] 
 42.17     The name of a limited liability partnership must end with 
 42.18  "Registered Limited Liability Partnership," "Limited Liability 
 42.19  Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." 
 42.20     Sec. 55.  [323A.1003] [ANNUAL REGISTRATION.] 
 42.21     (a) A limited liability partnership, and a foreign limited 
 42.22  liability partnership authorized to transact business in this 
 42.23  state, shall file an annual registration in the office of the 
 42.24  secretary of state which contains: 
 42.25     (1) the name of the limited liability partnership and the 
 42.26  state or other jurisdiction under whose laws the foreign limited 
 42.27  liability partnership is formed; 
 42.28     (2) the street address, including the zip code, of the 
 42.29  partnership's chief executive office and, if different, the 
 42.30  street address, including the zip code, of an office of the 
 42.31  partnership in this state, if any; and 
 42.32     (3) if the partnership does not have an office in this 
 42.33  state, the name and street address, including the zip code, of 
 42.34  the partnership's current agent for service of process. 
 42.35     (b) An annual registration must be filed once each calendar 
 42.36  year beginning in the year following the calendar year in which 
 43.1   a partnership files a statement of qualification or a foreign 
 43.2   partnership becomes authorized to transact business in this 
 43.3   state. 
 43.4      (c) The secretary of state will revoke the statement of 
 43.5   qualification of a partnership that fails to file an annual 
 43.6   registration when due or pay the required filing fee.  To do so, 
 43.7   the secretary of state shall provide the partnership 60 days' 
 43.8   written notice of intent to revoke the statement.  The notice 
 43.9   must be mailed to the partnership at its chief executive office 
 43.10  set forth in the last filed statement of qualification or annual 
 43.11  registration.  The notice must specify the annual registration 
 43.12  that has not been filed, the fee that has not been paid, and the 
 43.13  effective date of the revocation.  The revocation is not 
 43.14  effective if the annual registration is filed and the fee is 
 43.15  paid before the effective date of the revocation. 
 43.16     (d) A revocation under subsection (c) only affects a 
 43.17  partnership's status as a limited liability partnership and is 
 43.18  not an event of dissolution of the partnership. 
 43.19     (e) A partnership whose statement of qualification has been 
 43.20  revoked may apply to the secretary of state for reinstatement 
 43.21  within one year after the effective date of the revocation.  A 
 43.22  partnership must file an annual registration to apply for 
 43.23  reinstatement and pay a reinstatement fee of $........ 
 43.24     (f) A reinstatement under subsection (e) relates back to 
 43.25  and takes effect as of the effective date of the revocation, and 
 43.26  the partnership's status as a limited liability partnership 
 43.27  continues as if the revocation had never occurred. 
 43.28                             ARTICLE 11 
 43.29               FOREIGN LIMITED LIABILITY PARTNERSHIP 
 43.30     Sec. 56.  [323A.1101] [LAW GOVERNING FOREIGN LIMITED 
 43.31  LIABILITY PARTNERSHIP] 
 43.32     (a) The law under which a foreign limited liability 
 43.33  partnership is formed governs relations among the partners and 
 43.34  between the partners and the partnership and the liability of 
 43.35  partners for obligations of the partnership. 
 43.36     (b) A foreign limited liability partnership may not be 
 44.1   denied a statement of foreign qualification by reason of any 
 44.2   difference between the law under which the partnership was 
 44.3   formed and the law of this state. 
 44.4      (c) A statement of foreign qualification does not authorize 
 44.5   a foreign limited liability partnership to engage in any 
 44.6   business or exercise any power that a partnership may not engage 
 44.7   in or exercise in this state as a limited liability partnership. 
 44.8      Sec. 57.  [323A.1102] [STATEMENT OF FOREIGN QUALIFICATION.] 
 44.9      (a) Before transacting business in this state, a foreign 
 44.10  limited liability partnership must file a statement of foreign 
 44.11  qualification.  The statement must contain: 
 44.12     (1) the name of the foreign limited liability partnership 
 44.13  which satisfies the requirements of the state or other 
 44.14  jurisdiction under whose law it is formed and ends with 
 44.15  "Registered Limited Liability Partnership," "Limited Liability 
 44.16  Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP;" 
 44.17     (2) the street address, including the zip code, of the 
 44.18  partnership's chief executive office and, if different, the 
 44.19  street address, including the zip code, of an office of the 
 44.20  partnership in this state, if any; 
 44.21     (3) if there is no office of the partnership in this state, 
 44.22  the name and street address, including the zip code, of the 
 44.23  partnership's agent for service of process; and 
 44.24     (4) a deferred effective date, if any. 
 44.25     (b) The agent of a foreign limited liability company for 
 44.26  service of process must be an individual who is a resident of 
 44.27  this state or other person authorized to do business in this 
 44.28  state. 
 44.29     (c) The status of a partnership as a foreign limited 
 44.30  liability partnership is effective on the later of the filing of 
 44.31  the statement of foreign qualification or a date specified in 
 44.32  the statement.  The status remains effective, regardless of 
 44.33  changes in the partnership, until it is canceled pursuant to 
 44.34  section 323A.105(d) or revoked pursuant to section 323A.1003. 
 44.35     (d) An amendment or cancellation of a statement of foreign 
 44.36  qualification is effective when it is filed or on a deferred 
 45.1   effective date specified in the amendment or cancellation. 
 45.2      Sec. 58.  [323A.1103] [EFFECT OF FAILURE TO QUALIFY.] 
 45.3      (a) A foreign limited liability partnership transacting 
 45.4   business in this state may not maintain an action or proceeding 
 45.5   in this state unless it has in effect a statement of foreign 
 45.6   qualification. 
 45.7      (b) The failure of a foreign limited liability partnership 
 45.8   to have in effect a statement of foreign qualification does not 
 45.9   impair the validity of a contract or act of the foreign limited 
 45.10  liability partnership or preclude it from defending an action or 
 45.11  proceeding in this state. 
 45.12     (c) A limitation on personal liability of a partner is not 
 45.13  waived solely by transacting business in this state without a 
 45.14  statement of foreign qualification. 
 45.15     (d) If a foreign limited liability partnership transacts 
 45.16  business in this state without a statement of foreign 
 45.17  qualification, the secretary of state is its agent for service 
 45.18  of process with respect to a right of action arising out of the 
 45.19  transaction of business in this state. 
 45.20     Sec. 59.  [323A.1104] [ACTIVITIES NOT CONSTITUTING 
 45.21  TRANSACTING BUSINESS.] 
 45.22     (a) Activities of a foreign limited liability partnership 
 45.23  which do not constitute transacting business for the purpose of 
 45.24  this article include: 
 45.25     (1) maintaining, defending, or settling an action or 
 45.26  proceeding; 
 45.27     (2) holding meetings of its partners or carrying on any 
 45.28  other activity concerning its internal affairs; 
 45.29     (3) maintaining bank accounts; 
 45.30     (4) maintaining offices or agencies for the transfer, 
 45.31  exchange, and registration of the partnership's own securities 
 45.32  or maintaining trustees or depositories with respect to those 
 45.33  securities; 
 45.34     (5) selling through independent contractors; 
 45.35     (6) soliciting or obtaining orders, whether by mail or 
 45.36  through employees or agents or otherwise, if the orders require 
 46.1   acceptance outside this state before they become contracts; 
 46.2      (7) creating or acquiring indebtedness, with or without a 
 46.3   mortgage, or other security interest in property; 
 46.4      (8) collecting debts, including foreclosing mortgages, 
 46.5   cancelling contracts for deed, enforcing other security 
 46.6   interests on property securing debts, accepting deeds or other 
 46.7   instruments of title from debtors in lieu of foreclosure, 
 46.8   cancellation or other enforcement, and holding, protecting, and 
 46.9   maintaining property so acquired; 
 46.10     (9) conducting an isolated transaction that is completed 
 46.11  within 30 days and is not one in the course of similar 
 46.12  transactions; and 
 46.13     (10) transacting business in interstate commerce. 
 46.14     (b) For purposes of this article, the ownership in this 
 46.15  state of income-producing real property or tangible personal 
 46.16  property, other than property excluded under subsection (a), 
 46.17  constitutes transacting business in this state. 
 46.18     (c) This section does not apply in determining the contacts 
 46.19  or activities that may subject a foreign limited liability 
 46.20  partnership to service of process, taxation, or regulation under 
 46.21  any other law of this state. 
 46.22     Sec. 60.  [323A.1105] [ACTION BY ATTORNEY GENERAL.] 
 46.23     The attorney general may maintain an action to restrain a 
 46.24  foreign limited liability partnership from transacting business 
 46.25  in this state in violation of this article. 
 46.26                             ARTICLE 12
 46.27                      MISCELLANEOUS PROVISIONS
 46.28     Sec. 61.  [322A.88] [LIMITED LIABILITY LIMITED 
 46.29  PARTNERSHIP.] 
 46.30     (a) A limited partnership may become a limited liability 
 46.31  partnership by: 
 46.32     (1) obtaining approval of the terms and conditions under 
 46.33  which the limited partnership elects limited liability limited 
 46.34  partnership status by the vote necessary to amend the limited 
 46.35  partnership agreement except, in the case of a limited 
 46.36  partnership agreement that expressly considers contribution 
 47.1   obligations, the vote necessary to amend those provisions; 
 47.2      (2) filing a statement of qualification under section 
 47.3   323A.1001(c) of the Uniform Partnership Act (1994); and 
 47.4      (3) complying with the name requirements of section 
 47.5   323A.1002 of the Uniform Partnership Act (1994).  
 47.6      (b) A limited liability limited partnership continues to be 
 47.7   the same entity that existed before the filing of a statement of 
 47.8   qualification under section 323A.1001(c) of the Uniform 
 47.9   Partnership Act (1994). 
 47.10     (c) Sections 323A.306(c) and 323A.307(f) of the Uniform 
 47.11  Partnership Act (1994) apply to both general and limited 
 47.12  partners of a limited liability limited partnership. 
 47.13     Sec. 62.  [323A.1201] [SHORT TITLE.] 
 47.14     Chapter 323A may be cited as the Uniform Partnership Act 
 47.15  (1994). 
 47.16     Sec. 63.  [323A.1202] [APPLICABILITY.] 
 47.17     (a) Before January 1, 2002, chapter 323A governs only a 
 47.18  partnership formed: 
 47.19     (1) after the effective date of chapter 323A unless that 
 47.20  partnership is continuing the business of a dissolved 
 47.21  partnership under section 323.40; and 
 47.22     (2) before the effective date of chapter 323A that elects, 
 47.23  as provided by subsection (c), to be governed by chapter 323A. 
 47.24     (b) On and after January 1, 2002, chapter 323A governs all 
 47.25  partnerships. 
 47.26     (c) Before January 1, 2002, a partnership voluntarily may 
 47.27  elect, in the manner provided in its partnership agreement or by 
 47.28  law for amending the partnership agreement, to be governed by 
 47.29  chapter 323A.  The provisions of chapter 323A relating to the 
 47.30  liability of the partnership's partners to third parties apply 
 47.31  to limit those partners' liability to a third party who had done 
 47.32  business with the partnership within one year preceding the 
 47.33  partnership's election to be governed by chapter 323A, only if 
 47.34  the third party knows or has received a notification of the 
 47.35  partnership's election to be governed by chapter 323A. 
 47.36     Sec. 64.  [323A.1203] [EFFECT OF DESIGNATION.] 
 48.1      A partnership remains the same entity for purposes of 
 48.2   holding title to or conveying an interest in real or personal 
 48.3   property and for all other purposes except as otherwise provided 
 48.4   in this chapter: 
 48.5      (1) during the winding up of the partnership following its 
 48.6   dissolution; 
 48.7      (2) whether the status of a partnership that is a limited 
 48.8   liability partnership terminates under section 323A.105(d) or 
 48.9   section 323A.1003; and 
 48.10     (3) regardless of whether the words "limited liability 
 48.11  partnership," "professional limited liability partnership," 
 48.12  "general partnership," "registered limited liability 
 48.13  partnership," or the designation "L.L.P.," "LLP," "P.L.L.P.," 
 48.14  "PLLP," "R.L.L.P.," or "RLLP" are used in an instrument 
 48.15  conveying an interest in real or personal property to or from 
 48.16  the partnership or in any other writing. 
 48.17     Sec. 65.  [UNIFORMITY OF APPLICATION AND CONSTRUCTION.] 
 48.18     Minnesota Statutes, chapter 323A, shall be applied and 
 48.19  construed to effectuate its general purpose to make uniform the 
 48.20  law with respect to the subject of this chapter among states 
 48.21  enacting it.  
 48.22     Sec. 66.  [EFFECTIVE DATE.] 
 48.23     Minnesota Statutes, chapter 323A, takes effect January 1, 
 48.24  1999. 
 48.25     Sec. 67.  [REPEALERS.] 
 48.26     Minnesota Statutes 1996, sections 323.01; 323.02, 
 48.27  subdivisions 1, 2, 3, 4, 5, 6, 7, and 8; 323.03; 323.04; 323.05; 
 48.28  323.06; 323.07; 323.08; 323.09; 323.10; 323.11; 323.12; 323.13; 
 48.29  323.14; 323.15; 323.16; 323.17; 323.18; 323.19; 323.20; 323.21; 
 48.30  323.22; 323.23; 323.24; 323.25; 323.26; 323.27; 323.28; 323.29; 
 48.31  323.30; 323.31; 323.32; 323.33; 323.34; 323.35; 323.36; 323.37; 
 48.32  323.38; 323.39; 323.40; 323.41; 323.42; 323.43; 323.44; 323.45; 
 48.33  323.46; and 323.47, are repealed effective January 1, 2002. 
 48.34     Sec. 68.  [SAVINGS CLAUSE.] 
 48.35     Minnesota Statutes, chapter 323A, does not affect an action 
 48.36  or proceeding commenced or right accrued before January 1, 1999. 
 49.1      Sec. 69.  [APPROPRIATION.] 
 49.2      $....... is appropriated from the general fund to the 
 49.3   secretary of state for the purpose of implementing this act.  
 49.4   The appropriation is available until expended. 
 49.5      Sec. 70.  [REVISOR INSTRUCTION.] 
 49.6      The revisor of statutes shall change the references to 
 49.7   chapter 323 or any of its sections in Minnesota Statutes to 
 49.8   chapter 323A or any of its sections as appropriate to reflect 
 49.9   the changes made in this act.