Minnesota § 322.02 - FORMATION
Full text of Minnesota Minnesota Statutes § 322.02 — FORMATION, with citation guidance and answers to common questions.
§ 322.02. FORMATION
Two or more persons desiring to form a limited partnership shall:
(1) Sign and acknowledge or swear to a certificate, which shall state:
(a) the name of the partnership;
(b) the character of the business;
(c) the location of the principal place of business;
(d) the name and place of residence of each member; general and limited partners being, respectively designated;
(e) the term for which the partnership is to exist;
(f) the amount of cash and a description of and the agreed value of the other property contributed by each limited partner;
(g) the additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;
(h) the time, if agreed upon, when the contribution of each limited partner is to be returned;
(i) the share of the profits or the other compensation by way of income which each limited partner shall receive by reason of that partner's contribution;
(j) the right, if given, of a limited partner to substitute an assignee as contributor in that partner's place, and the terms and conditions of the substitution;
(k) the right, if given, of the partners to admit additional limited partners;
(l) the right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by the way of income, and the nature of such priority;
(m) the right, if given, of the remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
(n) the right, if given, of a limited partner to demand and receive property other than cash in return for that partner's contribution; and
(2) Record the certificate in the office of the county recorder of the county where the principal place of business is situated.
A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.
History:
(7354) 1919 c 498 s 2; 1961 c 724 s 1; 1976 c 181 s 2; 1986 c 444; 2005 c 4 s 58
Official Publication of the State of Minnesota
Revisor of Statutes
Frequently Asked Questions About Minnesota § 322.02
What does Minnesota Statutes § 322.02 cover?
Section 322.02 ("FORMATION") is part of the Minnesota Statutes, the codified statutory law of Minnesota. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Minnesota § 322.02?
A common citation format is "Minnesota Statutes § 322.02" (Minnesota). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Minnesota law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Minnesota official source linked on this page or consult a licensed Minnesota attorney.
How does Minnesota § 322.02 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Minnesota can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Minnesota.