Regulatory Requirements As is the case with general partnerships, a limited partnership will need to obtain business licenses if necessary, obtain federal and state tax identification numbers and may need to register the business name as an assumed name. A limited partnership that will hire employees, even if those employees are members of a partner’s immediate family, must obtain an unemployment insurance employer account number and worker’s compensation insurance for those employees. The limited partnership must file a certificate of limited partnership with the Secretary of State before commencing business. The filing requirements are discussed in the next section. A limited partnership that will be selling shares in the limited partnership to the public likely will be required to register with the federal Securities and Exchange Commission and the Minnesota Department of Commerce. Persons contemplating such an offer or sale should consult with legal counsel well in advance of the offering to assure that it complies with federal and state securities laws. Certificate of Limited Partnership Minn. Stat. § 322A.11 sets forth the minimum content requirements of the certificate. A form containing these requirements is available from the Secretary of State at Minnesota limited Partnership Form. Also available by mail from that office. A limited partnership is formed at the time the certificate of limited partnership is filed with the Secretary of State or at a later time specified in the certificate. In addition to the Certificate of Limited Partnership, the limited partnership may also adopt a limited partnership agreement. As is the case with a general partnership agreement, the limited partnership agreement governs the details of the partnership and the management arrangement between the general partners and the limited partnership. Issues and concerns to be addressed in the limited partnership agreement as well as consideration of securities law requirements and tax consequences should be discussed with legal counsel. In order to become a limited liability limited partnership, the first step is to establish the limited partnership, second, it is necessary to follow the procedures required for creating a limited liability partnership described in the preceding sections of this Guide. It is recommended that the name of the limited partnership and the name on the limited liability limited partnership registration match so that there is no question whether the limited partnership entity has elected limited liability partnership status.
FOREIGN LIMITED PARTNERSHIPS
A limited partnership that does business in Minnesota and is formed in another state or country must register with the Secretary of State as a foreign limited partnership. Filing requirements are established by Minn. Stat. § 322A.70. A registration form, Foreign Limited Partnership Certificate of Authority , containing the required information is available from the Secretary of State at Foreign Limited Partnership Forms. Also available by mail from that office. The foreign limited partnership must attach to its registration a certificate of good standing (sometimes called a certificate of status) from the state or province where the foreign limited partnership is formed.
43
Made with FlippingBook - Online Brochure Maker