Foreign LLPs in Minnesota: Statement of Foreign Qualification

In Minnesota's usage, a foreign LLP is one whose LLP registration came from some other jurisdiction's law. That law continues to govern the partners' dealings with each other and with the partnership, and it continues to govern their liability for partnership obligations (section 323A.1101). Minnesota cannot reject a statement merely because its own LLP law differs.

Section 323A.1102 sets the duty: file the statement before transacting business here. Business Services, at the Secretary of State, takes the filing. Qualifying adds no powers; in Minnesota the partnership can do only what a partnership operating as an LLP could do.

The phrase has no definition. Section 323A.1104 gives ten examples of conduct that falls short of it, and its lead-in word, "include," shows the examples are not the whole universe. A foreign LLP can do the following in Minnesota and still not be transacting business:

• Litigate, defend, or settle a claim, whether in court, before an agency or in arbitration
• Meet as partners and tend to internal matters
• Keep bank accounts
• Use an agency to transfer and register the partnership's own securities, or retain trustees and depositories for them
• Sell through independent contractors
• Receive orders that are not binding until a party outside Minnesota accepts them
• Incur debt, secured by a mortgage or another interest or not
• Collect what it is owed, which covers foreclosures, contract-for-deed cancellations, enforcement of security, deeds in lieu, and holding and maintaining property obtained that way
• Finish a lone deal inside a 30-day window, provided it is not routine business of that sort
• Engage in interstate commerce

Income-producing property counts

Subsection (b) adds a rule on property: Minnesota holdings that throw off income, in the form of real estate or of tangible personal property, count as transacting business, except for property obtained through the collection steps above. An LLP with a rental building here, or equipment it leases to others, has to qualify even if every partner works elsewhere. A staffed office or Minnesota employees go further than the list in any case. The section leaves service of process and tax questions to other laws, so ask a Minnesota attorney about close facts.

The Secretary of State's form is the Foreign Limited Liability Partnership Statement of Qualification, citing Chapter 323A. Mailing it costs $135. If you file online, or by appointment at the service counter, the price is $155, and the $20 difference covers expedited handling. Checks go to the MN Secretary of State, at 332 Minnesota Street, Suite N201, Saint Paul.

What goes in it

• Name in the home jurisdiction, plus a different Minnesota name if needed (a resolution form accompanies it)
• Home jurisdiction
• Address of the chief executive office
• Street address of a Minnesota office, if the partnership keeps one apart from its chief executive office
• For a partnership with no Minnesota office whatsoever, an agent to accept service of process, with a street address
• Deferred effective date, if desired
• A notices email and a person to contact about the form
• Signatures from two or more partners, or from an authorized agent

A professional partnership under Chapter 319B attaches additional statements. Signing carries the penalties of perjury. Whoever files must promptly mail a copy to each partner who did not sign.

Section 323A.1102 and the form leave out any good standing, existence or status certificate. The home-state content is limited: the partnership certifies by filing that it has complied with the organization laws of its jurisdiction, and the statement names the jurisdiction whose law first registered it.

Nothing therefore needs to be ordered and nothing can go stale. The partnership should still be in order where it was formed, since the certification is made subject to perjury penalties.

The name must close with an LLP designator. LLP, L.L.P., RLLP and R.L.L.P. all work, as do the spelled-out phrases with or without the word Registered. Under section 323A.1102(a)(1), a foreign LLP may use an alternate name in Minnesota by listing it in the statement.

When an agent is listed

A partnership with an office in Minnesota lists no agent. The agent line is for the partnership that has no Minnesota office. Once an agent is named, section 5.36 applies, and the statute allows two kinds of agent: an individual who lives in Minnesota, or a company or other person that Minnesota has authorized to do business. A street address is required, and a P.O. box alone does not count.

Suppose the listed agent resigns. If the statement is not amended to name a replacement by the time the resignation takes effect, the Secretary of State sends notice, and 30 days without an amendment brings revocation (section 323A.1004). Swapping agents is thus done by amending the statement.

Beginning the year after the foreign LLP is authorized, a renewal is due each December 31. Sent by mail, it costs $135; online or at the counter, $155. Without it, the Secretary of State revokes the statement, and the form states this happens without further notice.

• Effect of revocation. LLP status ends. The partnership itself is not dissolved.
• Reinstating. Submit the current renewal with a reinstatement fee, $200 by mail or $220 through the other channels.
• Amending or cancelling. A single form, the Statement of Amendment or Cancellation, serves both purposes, and cancelling means writing "Cancellation" on it. Two or more partners or an authorized agent sign. Mailed, the fee is $135; otherwise it is $155.
• Taxes. This is a registry filing. Minnesota tax registrations are separate.

Section 323A.1103 spells out what follows when a foreign LLP transacts business here without qualifying. It may not bring an action or proceeding in Minnesota while the statement is missing. Agreements it made stay in force, and it keeps the ability to answer a suit. Its partners do not lose their liability limit solely because the statement was never filed.

The Secretary of State serves as the LLP's agent for service on claims growing out of the Minnesota business, and under section 323A.1105 the attorney general may maintain an action to restrain a violation.

No fine appears anywhere in the article. The real cost is practical, namely a partnership that cannot sue a customer.

Mainstay does not prepare or file the statement of foreign qualification. The partners, or their lawyer, submit it to the Secretary of State. The agent is what Mainstay provides, at $149 per year, with the same price at renewal. It matters mostly for an LLP with no Minnesota office, the situation in which the statement names an agent. The Minnesota address then appears on the filing and the public record, you receive an uploaded scan on the day anything is served there, free, and your first three government mailings each year are also scanned without charge.

Should another company currently be your listed agent, Mainstay files the amendment and the state's fee is billed at cost. Start with the Minnesota registered agent page. Mainstay does not practice law, so a Minnesota attorney should say whether your LLP's activities require qualification.