file with the Secretary of State an assumed name certificate or limited liability partnership statement of qualification. After that filing has been made, the partnership may again file any of the following statements with the Secretary of State: • Statement of Partnership Authority. This allows the partnership to either restrict or specifically expand the authority of particular partners to conduct various transactions, particularly real estate transactions. • Statement of Denial. This allows a partner to deny partnership status or the conferral of authority upon the partners by a Statement of Partnership Authority. • Statement of Dissociation. This allows a partner who is withdrawing from the partnership to avoid liability for obligations for the partnership incurred after the partner has withdrawn, and also allows the partnership to eliminate the authority of that partner to bind the partnership. • Statement of Dissolution. This allows the partnership to notify the world that it is dissolving and that partners will no longer have authority to act on behalf of the partnership. The following are also permitted: • Statement of Merger. This allows partnerships and limited partnerships to merge with each other. • Statement of Qualification. This statement establishes a Minnesota limited liability partnership under Minn. Stat. Chapter 323A. • Statement of Foreign Qualification. This statement registers a non-Minnesota limited liability partnership. Any of these seven statements may also be amended or cancelled. In order for any Statement to have an effect on real property transactions, a certified copy of the Statement, obtained from the Secretary of State, must be recorded in the office where land records for the county in which the real property is located, and, if applicable, has been memorialized on the certificate of title for that real property. In a limited partnership in Minnesota, limited partners may participate in the management and control of the partnership but may not act for or bind the partnership (unless this is provided for in the limited partnership agreement or another agreement between the limited partner and the limited partnership). Those functions generally are performed by general partners. Corporation. The rules for corporate decision making are established by statute, but many rules may be modified by the articles of incorporation or bylaws. Shareholders elect the board of directors, which in turn manages the operation of the business. The corporation also must have one or more natural persons exercising the functions of chief executive officer and chief financial officer. Except in very small corporations in which the shareholders are also the directors, shareholders as a group generally will not directly participate in management decisions. This concentration of decision making in a relatively few individuals promotes flexibility in decision making, but also can result in overruling of minority interests or in some cases manipulation or exploitation of minority shareholders. To resolve this problem, corporations may adopt provisions in the articles of incorporation or bylaws to give minority shareholders a stronger voice in
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