Sole proprietorship • One person is in charge and can make decisions quickly because there are no partners or shareholders to consult. • The trade off is capacity: as one person, time and expertise are limited, especially early on before managers are hired. Partnership • By default, all partners have equal rights in managing the business, ordinary decisions are made by a majority of the partners, and actions outside the ordinary course require everyone’s consent unless the partnership agreement says otherwise. • You can centralize decisions in a managing partner or committee in your partnership agreement, but all partners retain ultimate responsibility unless the agreement reallocates it. • Revised Uniform Partnership Act ( RUPA) filings: Minnesota lets partnerships file public “statements” (for example, authority, denial, dissociation, dissolution, merger, qualification, foreign qualification) with the Secretary of State to expand or limit a partner’s power and to give notice to third parties; to impact real estate, record a certified copy with the county. Common partnership statements: • Statement of Partnership Authority: publicly grants or limits specific partners’ authority, especially for real estate transactions. • Statement of Denial: lets a person deny partnership status or an authority grant in a filed statement. • Statement of Dissociation: gives notice that a partner has withdrawn and limits post‑withdrawal authority and liability. • Statement of Dissolution: gives public notice that the partnership is winding up and that partners no longer have authority to act. • Statement of Merger, Qualification (LLP), and Foreign Qualification: establish or register special statuses and business combinations. • Any of these statements can be amended or canceled by filing updated statements. For real property, a certified copy must be recorded in the county where the property is located (and memorialized on the certificate of title, if applicable) for the statement to affect third‑party rights. Limited partnership note In a Minnesota limited partnership, general partners manage and bind the partnership, while limited partners may participate in management as provided in the agreement but generally do not bind the partnership unless authorized.
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