Registration of Domestic and Foreign Limited Liability Partnerships In order to become a limited liability partnership, a Minnesota general partnership must file a registration to that effect. A form, Minnesota Limited Liability Partnership Statement of Qualification, that includes the specifically required language is available from the Secretary of State at Minnesota Limited Liability Partnership Forms . Also available by mail from that office. The partnership is subject to limited liability partnership rules of law on and after the date the registration is filed. That registration is valid indefinitely as long as the annual registration for the partnership is filed on a calendar year basis. Non-Minnesota limited liability partnerships must similarly register with the Secretary of State a Foreign Limited Liability Partnership Statement of Qualification, available at Foreign Limited Liability Partnership Forms, and must attach to the registration a certificate of good standing or status from the state or province where the foreign limited liability partnership is formed. The Partnership Agreement The partnership agreement addresses a number of issues relating to the management and operation of the partnership. In drawing up the partnership agreement, the prospective partners should consult with legal counsel to assure that the needs and desires of the partners and relevant legal issues are addressed. Some of the issues typically addressed in a partnership agreement include: • Name of the partnership. • Duration of the partnership. • Location of its place of business. • Capital contribution of each partner. • Whether partners may make additional contributions. • The level at which capital accounts of the partners must be maintained.
• Participation of each partner in profits and losses. • The amounts of any regular drawings against profits.
• Responsibilities and authority of each partner. • Amount of time to be contributed by each partner. • Prohibition of partners outside business activities which would compete with the partnership business. • Name of the managing partner and method for resolving management disputes. • Procedure for admitting new partners. • Method of determining the value of goodwill in the business, in case of death, incompetence, or withdrawal of a partner or dissolution of the partnership for any other reason.
41
Made with FlippingBook - Online Brochure Maker