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Sec. 179.82, Wis. Stats.
State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services
FOREIGN LIMITED PARTNERSHIP APPLICATION
1. Name of the Limited Partnership: 2. State in which formed: 3. Date of formation:
4. Name under which the foreign limited partnership proposes to register and transact business, if different from the name set forth in item 1: (See instructions)
5. Name of Agent for service of process in Wisconsin: 6. Street address (in Wisconsin) of the agent for service of process
Street: City: State: Zip Code:
7. The limited partnership hereby appoints the Department of Financial Institutions as its agent for receipt of service of process in the event the agents authority has been revoked or the agent cannot be found or served, and directs that copies of notices of any proceedings be forwarded to the office it is required to maintain in the state in which it is organized (or, if no office is required to be maintained in that state, its principal office), as set forth in this application. 8. Select, mark (X) and complete one of the following statements: A. The address of the limited partnerships office required to be maintained in its state of organization is:
Street: City: State: Country: Zip/Postal Code:
B. The limited partnership is not required to maintain an office in its state of organization. The address of the limited partnerships principal office is:
9. This document was drafted by (Name the individual who drafted the document)

FILING FEE - $75.00

DFI/CORP/321(R08/26/10)
10. Name and Business Address of Each General Partner Name: Address:
11. The limited partnership pledges to keep a list of the names and addresses of the limited partners and their capital contributions until such time as the limited partnership cancels its registration or withdraws from Wisconsin. The address of the office where such list is kept is:
12. I swear that the information contained in this application is true, correct, and complete to the best of my knowledge and belief. BY: (Printed Name) , GENERAL PARTNER
(Signature of GENERAL PARTNER) State of County of Subscribed and sworn to before me on + + (Signature of Notary) + + (Printed name of Notary) expires on (Date)
(Seal impression) My commission, issued by the State of
INSTRUCTIONS (Ref. sec. 179.82, Wis. Stats. for document content) Submit one original and one exact copy along with the required filing fee of $75.00 to the address listed below. Make checks payable to the Department of Financial Institutions. Filing fee is nonrefundable. Sign the document manually or otherwise allowed under sec. 179.14, Wis. Stats.
Mailing Address: Department of Financial Institutions Division of Corporate & Consumer Services P O Box 7846 Madison WI 53707-7846 Physical Address for Express Mail: Department of Financial Institutions Division of Corporate & Consumer Services 345 W. Washington Ave 3rd Fl. Madison WI 53703 Phone: 608-261-7577 FAX: 608-267-6813 TTY: 608-266-8818
NOTICE: This form may be used to accomplish a filing required or permitted by statute to be made with the department. Information requested may be used for secondary purposes. This document can be made available in alternate formats upon request to qualifying individuals with disabilities. 1. Enter the name of the foreign limited partnership. If the name under which it is organized in its home state does not include the words limited partnership or the abbreviation L.P. or LP, or its name is not available for use in Wisconsin, it will be necessary for the partnership to obtain its authority to transact business in Wisconsin under a registered name (see item 4). 2 & 3. Provide the name of the state or country in which the limited partnership is formed and the date of formation. 4. If the foreign limited partnership proposes to transact business in Wisconsin under a name other than its true partnership name, enter the proposed registered name. Any name under which the foreign limited partnership will transact business in Wisconsin must contain the words limited partnership or the abbreviation L.P. or LP. 5 & 6. A foreign limited partnership must continuously maintain an agent within Wisconsin for receipt of service of process. The agent must be an individual resident of this state, a domestic or licensed foreign corporation, nonstock corporation, registered limited liability partnership, limited partnership or limited liability company, whose business office is identical with the registered office. The address of the agent must include a street address. 7. This statement is required under sec. 179.82(5). 8. Select, mark (X) and complete either item 8A or 8B (Provide only one address in item 8) A. Provide the address of the office the limited partnership is required to maintain in the state in which it is organized. If the limited partnership is not required to maintain an office in its state of organization, use item 8B. B. Provide the address of the limited partnerships principal office. 9. If the document is executed in Wisconsin, sec. 182.01(3), Wis. Stats., provides that it shall not be filed unless the name of the drafter (either an individual or a governmental agency) is printed in a legible manner. If the document is not executed in Wisconsin, enter that remark.

Enter your return address within the bracket above. Phone number during the day: ( INSTRUCTIONS (Continued) 10. Provide the name and business address of each General Partner. 11. Provide the address of the office at which the foreign limited partnership keeps a list of the names and address of the limited partners and their capital contributions. 12. The application is to be signed and sworn to by a General Partner. ) ______ - ___________________

321.0607

321.0908 321.0909
321.0701 321.0702 321.0703 321.0704
PARTNER'S TRANSFERABLE INTEREST. TRANSFER OF PARTNER'S TRANSFERABLE INTEREST. RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE. POWER OF ESTATE OF DECEASED PARTNER. ARTICLE 8 DISSOLUTION
321.0801 321.0802 321.0803 321.0804
NONJUDICIAL DISSOLUTION. JUDICIAL DISSOLUTION. WINDING UP. POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION. LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER. KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIPS. LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED. ADMINISTRATIVE DISSOLUTION. REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION OR REVOCATION. DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED.

321.0805

321.0806 321.0807 321.0808

321.1111 321.1112

321.0809 321.0810

321.0812

321.1113

321.1114

CONFLICT RELATING TO MERGER OR CONVERSION. ARTICLE 12 MISCELLANEOUS PROVISIONS 321.1203 321.1206 321.1207 321.1208

321.0102

RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. APPLICATION TO EXISTING RELATIONSHIPS. SAVINGS CLAUSE. EFFECT OF DESIGNATION.

321.1201 321.1202

UNIFORMITY OF APPLICATION AND CONSTRUCTION. SEVERABILITY CLAUSE.
ARTICLE 1 GENERAL PROVISIONS 321.0101 SHORT TITLE. This chapter may be cited as the Uniform Limited Partnership Act 2001. History: 2004 c 199 art 1 s 1 321.0102 DEFINITIONS. In this chapter: (1) "Certificate of limited partnership" means the certificate required by section 321.0201. The term includes the certificate as amended or restated. (2) "Contribution," except in the phrase "right of contribution," means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner. (3) "Debtor in bankruptcy" means a person that is the subject of: (A) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state, or foreign law governing insolvency. (4) "Designated office" means: (A) with respect to a limited partnership, the office that the limited partnership is required to designate and maintain under section 321.0114; and (B) with respect to a foreign limited partnership, its principal office. (5) "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. (6) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 321.0404(c). (7) "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership. (8) "General partner" means: (A) with respect to a limited partnership, a person that: (i) becomes a general partner under section 321.0401 and has not become dissociated as a general partner under section 321.0603; or

7 321.0105 POWERS.

321.0108
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership. History: 2004 c 199 art 1 s 5 321.0106 GOVERNING LAW. The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. History: 2004 c 199 art 1 s 6 321.0107 SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF INTEREST. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 334.01. History: 2004 c 199 art 1 s 7 321.0108 NAME. (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." (c) Except as provided in section 321.1206(e)(1), the name of a limited liability limited partnership must contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain the abbreviation "L.P." or "LP." (d) The limited partnership name shall not contain a word or phrase that indicates or implies that it is formed for a purpose other than a legal purpose. (e) The limited partnership name shall be distinguishable upon the records in the Office of the Secretary of State from the name of each domestic corporation, limited partnership, limited liability partnership, and limited liability company, whether profit or nonprofit, and each foreign corporation, limited partnership, limited liability partnership, and limited liability company on file, authorized or registered to do business in this state at the time of filing, whether profit or nonprofit, and each name the right to which is, at the time of formation, reserved as provided for in sections 5.35, 302A.117, 322A.03, 322B.125, or 333.001 to 333.54, unless there is filed with the certificate of limited partnership one of the following: (1) the written consent of the domestic corporation, limited partnership, limited liability partnership, or limited liability company, or the foreign corporation, limited partnership, limited liability partnership, or limited liability company authorized or registered to do business in this state or the holder of a reserved name or a name filed by or registered with the secretary of state under sections 333.001 to 333.54 having a name that is not distinguishable;

(2) a certified copy of a final decree of a court in this state establishing the prior right of the applicant to the use of the name in this state; or (3) the applicant's affidavit that the corporation, limited partnership, or limited liability company with the name that is not distinguishable has been incorporated or on file in this state for at least three years prior to the affidavit, if it is a domestic corporation, limited partnership, or limited liability company, or has been authorized or registered to do business in this state for at least three years prior to the affidavit, if it is a foreign corporation, limited partnership, or limited liability company, or that the holder of a name filed or registered with the secretary of state under sections 333.001 to 333.54 filed or registered that name at least three years prior to the affidavit; that the corporation, limited partnership, or limited liability company or holder has not during the three-year period before the affidavit filed any document with the secretary of state; that the applicant has mailed written notice to the corporation, limited partnership, or limited liability company or the holder of a name filed or registered with the secretary of state under sections 333.001 to 333.54 by certified mail, return receipt requested, properly addressed to the registered office of the corporation or limited liability company or in care of the agent of the limited partnership, or the address of the holder of a name filed or registered with the secretary of state under sections 333.001 to 333.54, shown in the records of the secretary of state, stating that the applicant intends to use a name that is not distinguishable and the notice has been returned to the applicant as undeliverable to the addressee corporation, limited partnership, limited liability company, or holder of a name filed or registered with the secretary of state under sections 333.001 to 333.54; that the applicant, after diligent inquiry, has been unable to find any telephone listing for the corporation, limited partnership, or limited liability company with the name that is not distinguishable in the county in which is located the registered office of the corporation, limited partnership, or limited liability company shown in the records of the secretary of state or has been unable to find any telephone listing for the holder of a name filed or registered with the secretary of state under sections 333.001 to 333.54 in the county in which is located the address of the holder shown in the records of the secretary of state; and that the applicant has no knowledge that the corporation, limited partnership, limited liability company, or holder of a name filed or registered with the secretary of state under sections 333.001 to 333.54 is currently engaged in business in this state. (f) The secretary of state shall determine whether a name is distinguishable from another name for purposes of this section and section 321.0109. (g) This section and section 321.0109 do not abrogate or limit the law of unfair competition or unfair practices; nor sections 333.001 to 333.54; nor the laws of the United States with respect to the right to acquire and protect copyrights, trade names, trademarks, service names, service marks, or any other rights to the exclusive use of names or symbols; nor derogate the common law or the principles of equity. (h) A limited partnership that is the surviving organization in a merger with one or more other organizations, or that is formed by the reorganization of one or more organizations, or that acquires by sale, lease, or other disposition to or exchange with an organization all or substantially all of the assets of another organization, including its name, may have the same name as that used in this state by any of the other organizations, if the other organization whose name is sought to be used was organized under the laws of, or is authorized to transact business in, this state. (i) The use of a name by a limited partnership in violation of this section does not affect or vitiate its existence, but a court in this state may, upon application of the state or of a person

321.0210

(d) The appropriate fees for filings under this chapter are: (1) for filing a certificate of limited partnership, $100; (2) for filing an amended certificate of limited partnership, $50; (3) for filing a name reservation for a limited partnership name, $35; (4) for filing any other record, other than the annual renewal required by section 321.0210, for which no fee must be charged, required or permitted to be delivered for filing, $50; (5) for filing a certificate requesting authority to transact business in Minnesota as a foreign limited partnership, $100; (6) for filing an application of reinstatement, $25; (7) for filing a name reservation for a foreign limited partnership name, $35; and (8) for filing any other record, other than the annual renewal required by section 321.0210, for which no fee must be charged, required or permitted to be delivered for filing on a foreign limited partnership authorized to transact business in Minnesota, $50. History: 2004 c 199 art 2 s 24; 2007 c 148 art 2 s 56; 2009 c 101 art 2 s 80 321.0207 CORRECTING FILED RECORD. A limited partnership or foreign limited partnership may deliver to the secretary of state for filing articles of correction pursuant to section 5.16, except that for the purposes of section 321.0103(c) and (d) the articles are effective only as of the date they are filed. History: 2004 c 199 art 2 s 25 321.0208 LIABILITY FOR FALSE INFORMATION IN FILED RECORD. (a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and (2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 321.0202, file a petition pursuant to section 321.0205, or deliver to the secretary of state for filing a statement of change pursuant to section 321.0115 or a statement of correction pursuant to section 321.0207. (b) A person signing a record pursuant to this chapter is subject to section 5.15. History: 2004 c 199 art 2 s 26 321.0210 ANNUAL RENEWAL FOR SECRETARY OF STATE. (a) Subject to subsection (b): (1) in each calendar year following the calendar year in which a limited partnership becomes subject to this chapter, the limited partnership must deliver to the secretary of state for filing an annual renewal containing the information required by subsection (c); and (2) in each calendar year following the calendar year in which there is first on file with the secretary of state a certificate of authority under section 321.0904 pertaining to a foreign limited

321.0303

partnership, the foreign limited partnership must deliver to the secretary of state for filing an annual renewal containing the information required by subsection (c). (b) A limited partnership's obligation under subsection (a) ends if the limited partnership delivers to the secretary of state for filing a statement of termination under section 321.0203 and the statement becomes effective under section 321.0206. A foreign limited partnership's obligation under subsection (a) ends if the secretary of state issues and files a certificate of revocation under section 321.0906 or if the foreign limited partnership delivers to the secretary of state for filing a notice of cancellation under section 321.0907 (a) and that notice takes effect under section 321.0206. If a foreign limited partnership's obligations under subsection (a) end and later the secretary of state files, pursuant to section 321.0904, a new certificate of authority pertaining to that foreign limited partnership, subsection (a)(2), again applies to the foreign limited partnership and, for the purposes of subsection (a)(2), the calendar year of the new filing is treated as the calendar year in which a certificate of authority is first on file with the secretary of state. (c) The annual renewal must contain the items required by section 5.34. (d) The secretary of state shall: (1) administratively dissolve under section 321.0809 a limited partnership that has failed to file a renewal pursuant to subsection (a); and (2) revoke under section 321.0906 the certificate of authority of a foreign limited partnership that has failed to file a renewal pursuant to subsection (a). History: 2004 c 199 art 2 s 27; 2005 c 10 art 1 s 65; 2007 c 148 art 2 s 57; 2009 c 101 art 2 s 81 ARTICLE 3 LIMITED PARTNERS 321.0301 BECOMING LIMITED PARTNER. A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under article 11; or (3) with the consent of all the partners. History: 2004 c 199 art 3 s 28 321.0302 NO RIGHT OR POWER AS LIMITED PARTNER TO BIND LIMITED PARTNERSHIP. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. History: 2004 c 199 art 3 s 29 321.0303 NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely

321.0304

by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. History: 2004 c 199 art 3 s 30 321.0304 RIGHT OF LIMITED PARTNER AND FORMER LIMITED PARTNER TO INFORMATION. (a) On ten days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for seeking the information. (b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (1) the limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (2) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (3) the information sought is directly connected to the limited partner's purpose. (c) Within ten days after receiving a demand pursuant to subsection (b), the limited partnership in a record shall inform the limited partner that made the demand: (1) what information the limited partnership will provide in response to the demand; (2) when and where the limited partnership will provide the information; and (3) if the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining. (d) Subject to subsection (f), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office if: (1) the information pertains to the period during which the person was a limited partner; (2) the person seeks the information in good faith; and (3) the person meets the requirements of subsection (b). (e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c). (f) If a limited partner dies, section 321.0704 applies. (g) The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (h) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (i) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership

321.0508

321.0504 INTERIM DISTRIBUTIONS. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. History: 2004 c 199 art 5 s 46 321.0505 NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION. A person does not have a right to receive a distribution on account of dissociation. History: 2004 c 199 art 5 s 47 321.0506 DISTRIBUTION IN KIND. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 321.0812(b), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions. History: 2004 c 199 art 5 s 48 321.0507 RIGHT TO DISTRIBUTION. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made. History: 2004 c 199 art 5 s 49 321.0508 LIMITATIONS ON DISTRIBUTION. (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution. (c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (d) Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and

MINNESOTA STATUTES 2010 (2) in all other cases, as of the date:

321.0601

(A) the distribution is authorized, if the payment occurs within 120 days after that date; or (B) the payment is made, if payment occurs more than 120 days after the distribution is authorized. (e) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors. (f) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section. (g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. History: 2004 c 199 art 5 s 50 321.0509 LIABILITY FOR IMPROPER DISTRIBUTIONS. (a) A general partner that consents to a distribution made in violation of section 321.0508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with section 321.0408. (b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 321.0508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 321.0508. (c) A general partner against which an action is commenced under subsection (a) may: (1) implead in the action any other person that is liable under subsection (a) and compel contribution from the person; and (2) implead in the action any person that received a distribution in violation of subsection (b) and compel contribution from the person in the amount the person received in violation of subsection (b). (d) An action under this section is barred if it is not commenced within two years after the distribution. History: 2004 c 199 art 5 s 51 ARTICLE 6 DISSOCIATION 321.0601 DISSOCIATION AS LIMITED PARTNER. (a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
(1) the limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person; (2) an event agreed to in the partnership agreement as causing the person's dissociation as a limited partner; (3) the person's expulsion as a limited partner pursuant to the partnership agreement; (4) the person's expulsion as a limited partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities with the person as a limited partner; (B) there has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed; (C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (5) on application by the limited partnership, the person's expulsion as a limited partner by judicial order because: (A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership's activities; (B) the person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under section 321.0305(b); or (C) the person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities with the person as limited partner; (6) in the case of a person who is an individual, the person's death; (7) in the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (8) in the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (9) termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; (10) the limited partnership's participation in a conversion or merger under article 11, if the limited partnership: (A) is not the converted or surviving entity; or

321.0603

(B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner. History: 2004 c 199 art 6 s 52 321.0602 EFFECT OF DISSOCIATION AS LIMITED PARTNER. (a) Upon a person's dissociation as a limited partner: (1) subject to section 321.0704, the person does not have further rights as a limited partner; (2) the person's obligation of good faith and fair dealing as a limited partner under section 321.0305(b) continues only as to matters arising and events occurring before the dissociation; and (3) subject to section 321.0704 and article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee. (b) A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner. History: 2004 c 199 art 6 s 53 321.0603 DISSOCIATION AS GENERAL PARTNER. A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) the limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; (2) an event agreed to in the partnership agreement as causing the person's dissociation as a general partner; (3) the person's expulsion as a general partner pursuant to the partnership agreement; (4) the person's expulsion as a general partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities with the person as a general partner; (B) there has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed; (C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (5) on application by the limited partnership, the person's expulsion as a general partner by judicial determination because: (A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;

MINNESOTA STATUTES 2010 (A) less than two years has passed since the dissociation; and
(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. History: 2004 c 199 art 6 s 57 321.0607 LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's obligation incurred after dissociation. (b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section 321.0404 on an obligation incurred by the limited partnership under section 321.0804. (c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) a general partner would be liable on the transaction; and (2) at the time the other party enters into the transaction: (A) less than two years has passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. (e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation. History: 2004 c 199 art 6 s 58 ARTICLE 7 TRANSFERABLE INTERESTS AND RIGHTS

321.0801

(b) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than limited partnership property, by one or more of the other partners; or (3) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged. (d) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest. History: 2004 c 199 art 7 s 61 321.0704 POWER OF ESTATE OF DECEASED PARTNER. If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 321.0702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section 321.0304. History: 2004 c 199 art 7 s 62 ARTICLE 8 DISSOLUTION 321.0801 NONJUDICIAL DISSOLUTION. Except as otherwise provided in section 321.0802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) the happening of an event specified in the partnership agreement; (2) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; (3) after the dissociation of a person as a general partner: (A) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or (B) if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period: (i) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (ii) at least one person is admitted as a general partner in accordance with the consent;

321.0803

(4) the passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or (5) the signing and filing of a declaration of dissolution by the secretary of state under section 321.0809(c). History: 2004 c 199 art 8 s 63 321.0802 JUDICIAL DISSOLUTION. On application by a partner the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. History: 2004 c 199 art 8 s 64 321.0803 WINDING UP. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 321.0203, and perform other necessary acts; and (2) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership. (c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a general partner under section 321.0804; and (2) shall promptly amend the certificate of limited partnership to state: (A) that the limited partnership does not have a general partner; (B) the name of the person that has been appointed to wind up the limited partnership; and (C) the street and mailing address of the person. (d) On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if: (1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or (2) the applicant establishes other good cause. History: 2004 c 199 art 8 s 65

321.1104

(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) the organizational documents of the converted organization. History: 2004 c 199 art 11 s 88 321.1103 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP. (a) Subject to section 321.1110, a plan of conversion must be consented to by all the partners of a converting limited partnership. (b) Subject to section 321.1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under section 321.1104, a converting limited partnership may amend the plan or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent as was required to approve the plan. History: 2004 c 199 art 11 s 89 321.1104 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE. (a) After a plan of conversion is approved: (1) a converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include: (A) a statement that the limited partnership has been converted into another organization; (B) the name and form of the organization and the jurisdiction of its governing statute; (C) the date the conversion is effective under the governing statute of the converted organization; (D) a statement that the conversion was approved as required by this chapter; (E) a statement that the conversion was approved as required by the governing statute of the converted organization; and (F) if the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 321.1105(c); and (2) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by section 321.0201: (A) a statement that the limited partnership was converted from another organization; (B) the name and form of the organization and the jurisdiction of its governing statute; and (C) a statement that the conversion was approved in a manner that complied with the organization's governing statute. (b) A conversion becomes effective: (1) if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and

321.1202

(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 321.0402 if the person had been a general partner; and (2) at the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party: (A) does not have notice of the dissociation; (B) does not have notice of the conversion or merger; and (C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable: (1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and (2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. History: 2004 c 199 art 11 s 98 321.1113 CHAPTER NOT EXCLUSIVE. This chapter does not preclude an entity from being converted or merged under other law. History: 2004 c 199 art 11 s 99 321.1114 CONFLICT RELATING TO MERGER OR CONVERSION. If a partnership governed by chapter 323A participates in a merger or conversion under chapter 321, then in the event of any conflict between the provisions of chapter 323A and chapter 321 relating to the merger or conversion, the provisions of chapter 321 control. History: 2004 c 199 art 11 s 100; 2005 c 10 art 1 s 66 ARTICLE 12 MISCELLANEOUS PROVISIONS 321.1201 UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. History: 2004 c 199 art 12 s 101 321.1202 SEVERABILITY CLAUSE. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can