Section 323A.0907 — Statement Of Merger.
323A.0907 STATEMENT OF MERGER. (a) After a merger under sections 323A.0905 to 323A.0907, the surviving partnership or limited partnership must file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) the name of each partnership or limited partnership that is […]
Section 323A.0910 — Domestication.
323A.0910 DOMESTICATION. Subdivision 1. Foreign partnership. A foreign partnership may become a domestic partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if: (1) the foreign partnership’s governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise; (2) the […]
Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership.
323A.0911 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING PARTNERSHIP. Subdivision 1. Consent required. A plan of domestication must be consented to: (1) by all the partners, subject to section 323A.0914, if the domesticating partnership is a domestic partnership; and (2) as provided in the domesticating partnership’s governing statute, if the company is a foreign limited […]
Section 323A.0912 — Filings Required For Domestication; Effective Date.
323A.0912 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. Subdivision 1. Articles of domestication. After a plan of domestication is approved, a domesticating partnership shall file with the secretary of state articles of domestication, which articles of domestication must include: (1) a statement, as the case may be, that the partnership has been domesticated from or into […]
Section 323A.0913 — Effect Of Domestication.
323A.0913 EFFECT OF DOMESTICATION. Subdivision 1. Effect on domesticating partnership. When a domestication takes effect: (1) the domesticated partnership is for all purposes the partnership that existed before the domestication; (2) all property owned by the domesticating partnership remains vested in the domesticated partnership; (3) all debts, obligations, or other liabilities of the domesticating partnership […]
Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.
323A.0914 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS. Subdivision 1. Personal liability of member. If a partner of a constituent, converting, or domesticating partnership has personal liability with respect to a surviving constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the […]
Section 323A.1001 — Statement Of Qualification.
323A.1001 STATEMENT OF QUALIFICATION. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations […]
Section 323A.1002 — Name.
323A.1002 NAME. The name of a limited liability partnership must meet the standard found in section 302A.115, except that the name must include “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP” rather than the corporate designators found in section 302A.115, subdivision 1, paragraph (b). History: 1997 c 174 art 10 s […]
Section 323A.1003 — Annual Renewal.
323A.1003 ANNUAL RENEWAL. (a) Each calendar year beginning in the calendar year following the calendar year in which a partnership files a statement of qualification or in which a foreign partnership becomes authorized to transact business in this state, the secretary of state may send annually to the partnership or foreign partnership, using the information […]
Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.
323A.0903 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME. Subdivision 1. Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting partnership, the converting partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, […]