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Minnesota Partnership Types (4)
| Partnership Type | State Filing Requirement |
|---|---|
| General Partnership (GP) | While optional partnerships may file a Statement of Partnership Authority ($135 by mail, $155.00 in person). However, all partnerships must adher to name requirements: MN Business Filings Search. |
| Limited Partnership (LP) | Certificate of Limited Partnership (By mail:$100.00, In person: $120.00) Foreign Limited Partnership | Certificate of Authority (By mail:$100.00, In person: $120.00) |
| Limited Liability Partnership (LLP) | Minnesota Certificate of Limited Liability Partnership ($135.00 by mail, $155.00 in person) Foreign Limited Liability Partnership | Statement of Qualification ($135.00 by mail, $155.00 in person) |
| Limited Liability Limited Partnership (LLLP) | Certificate of Limited Partnership (By mail:$100.00, In person: $120.00)Foreign Limited Partnership | Certificate of Authority (By mail:$100.00, In person: $120.00) It is especially important to include the correct language. |
Fiduciary Duty
Duty of Loyalty:
- Partners are responsible for an all-inclusive account of any profit, benefit, or property that was received or “derived by the general partner” while using the partnership’s resources. [1]
- Partners do not use partnership resources to represent or work for parties “having an interest adverse to the limited partnership.” [2]
- Partners conduct and pursue independent business, but not when this is “competing with the limited partnership.” [3]
Duty of Care:
- General partners adhere to ethical and legal guidelines since they are forbidden from actions involving “intentional or reckless” conduct and illegal activities. [4]
General partners must display “good faith” in their business dealings as well as for the partnership. [5]
A general partner does not violate their duties merely because their conduct furthers the general partner’s own interest. [6]
Liability
Every general partner is potentially liable for the partnership’s debts or obligations; however, this is adjustable through agreement actions by a “claimant” or “by law.” [7]
A partner that is in a partnership is only “personally liable for an obligation of a limited partnership” that originates upon or after their admittance. [8]
Limited partnerships absorb the liability for its obligations and responsibilities for its partners regardless of “whether arising in contract, tort or otherwise.”[9]
Limited partners do not hold any liability in a limited partnership even while engaging in the “management and control” of the LP simply because they are a limited partner. [10]
State Definitions (4)
General partner means a partner who is identified as the general partner “with respect to a limited partnership” or a partner in a foreign limited partnership with significantly similar responsibilities and obligations as a general partner in Minnesota.[11]
Limited partner means that a person admitted in a limited partnership is named as such and has not been disassociated or, specifically in the case of a foreign limited partnership, a person with similar “rights, powers, and obligations” as a limited partner in a domestic partnership. [12]
Limited partnership means a domestic for-profit business that is formed under Minnesota law with “one or more general partners” as well as “one or more limited partners.” [13]
Limited liability limited partnership means a domestic limited partnership that successfully submitted its certificate of limited partnership that explicitly documents that “the limited partnership operates as a limited liability limited partnership.” [14]
Sample
Sources
- MN Stat § 321.0408(b)(1) (2023)
- MN Stat § 321.0408(b)(2) (2023)
- MN Stat § 321.0408(b)(3) (2023)
- MN Stat § 321.0408(c) (2023)
- MN Stat § 321.0408(d) (2023)
- MN Stat § 321.0408(e) (2023)
- MN Stat § 321.0404(a) (2023)
- MN Stat § 321.0404(b) (2023)
- MN Stat § 321.0404(c) (2023)
- MN Stat § 321.0303 (2023)
- MN Stat § 321.0102 (8) (2023)
- MN Stat § 321.0102 (10) (2023)
- MN Stat § 321.0102(11) (2023)
- MN Stat § 321.0102(9) (2023)