Foreign Limited Partnerships in Minnesota: Certificate of Authority

Minnesota considers a limited partnership foreign when the law of another state or country brought it into being. Article 9 of Chapter 321 governs those partnerships. The home jurisdiction's law continues to control how partners deal with each other and what each partner owes on partnership obligations (section 321.0901), and Minnesota may not turn down a certificate simply because its own limited partnership statute is written differently.

The state's Business Services unit takes these filings. What Minnesota hands back is called a certificate of authority. Holding one does not enlarge the partnership's powers: it covers only business that a limited partnership is allowed to do in Minnesota.

The statute leaves "transacting business" undefined, so the answer starts with section 321.0903, which says the following do not amount to transacting business. The lead-in word is "include," which keeps the list open. A foreign limited partnership can do any of these in Minnesota without that result:

• Litigate, defend or settle a case or other proceeding
• Meet as partners and run its internal affairs
• Hold accounts with financial institutions
• Maintain an agency to handle the transfer and registration of its own securities, or keep trustees or depositories for them
• Sell through independent contractors
• Take orders, however they arrive, that are not contracts until accepted outside Minnesota
• Create or acquire debts, mortgages or security interests
• Collect debts or enforce security in the collateral, then hold and maintain what it acquires that way
• Close one transaction within 30 days when it is not one of many like it
• Transact business in interstate commerce

Income-producing property is the exception

Subsection (b) pulls the other way. Land or buildings in Minnesota that earn income, and income-earning tangible personal property located here, are themselves treated as transacting business, unless an item from the list above removes them. So a partnership that holds an apartment building, a leased warehouse or rental equipment in Minnesota has to apply, however far away its partners are. Staffed offices and local employees are beyond the list entirely. The section also declines to say what exposes a partnership to Minnesota process or taxes, which leaves close questions for a Minnesota attorney.

The form is the Foreign Limited Partnership Certificate of Authority, which cites Chapter 321. Mail it in and the price is $100. Online filing through the state's Business and Lien System, or an appointment at the service counter, runs $120; the extra $20 buys expedited handling. Checks are payable to the MN Secretary of State, and mail goes to 332 Minnesota Street, Suite N201, Saint Paul.

What to have ready

• The partnership's name at home, plus any different name for use in Minnesota
• Its home jurisdiction
• Principal office, with street and mailing addresses, and the office its home law requires it to keep, if there is one
• The agent for service of process, listed by name with street and mailing addresses (the form labels this person the registered agent)
• A yes or no on LLLP status
• Every general partner, with street and mailing addresses
• A later effective date, if you want one
• An email for official notices and a contact person with a phone number

One general partner, or an authorized agent, signs. Perjury penalties attach to that signature, and a notary is not part of the process.

Section 321.0902 and the form leave out any request for a good standing, existence or status certificate. In their place the application states, and the form certifies upon filing, that the partnership has complied with the organizational laws where it was formed. Nothing gets ordered or attached.

The practical result is a quick application: collect the names, the addresses, the general partners and the Minnesota agent, and send it. The partnership should be in order at home regardless, because the compliance certification is made on pain of perjury.

A limited partnership name has to include "limited partnership," L.P. or LP, and cannot use the words for a limited liability limited partnership. An LLLP's name goes the other way: it carries the longer designation or its abbreviation and leaves out LP (section 321.0108). The Secretary of State must also be able to distinguish it from names already on file. If the home name falls short, section 321.0905 holds up the certificate until a compliant alternate name is adopted, and a partnership with a compliant name can still adopt an alternate if it likes.

Eligible agents

Section 321.0114 gives a foreign limited partnership a registered office and a registered agent, with section 5.36 supplying the rules. The statute's eligible agents are a Minnesota resident, a corporation or LLC formed here, or one formed elsewhere and authorized by Minnesota. The agent's place of business has to coincide with the registered office. A P.O. box does not meet the street address requirement. According to the Secretary of State, an entity cannot be its own agent.

An agent resigns by filing a signed notice, and the role ends 30 days after filing. If nobody replaces the agent within 30 days of the Secretary of State's notice, the certificate is revoked. The Foreign LP Amendment form swaps in a new agent or corrects an address, at $50 mailed and $70 online or at the counter.

The annual renewal falls due December 31, starting the calendar year after the certificate is first on file. No fee applies when the partnership is in good standing, though the filing itself is mandatory. It restates the registered office and agent and the principal office. If it is missed, the certificate is revoked and no further notice follows.

• Reinstating. File the current renewal and pay $65 mailed or $85 for expedited service to bring back a revoked certificate.
• Amending. One form updates the name, the alternate name, the agent's name or address, the principal office, or LLLP status. Fees are $50 mailed and $70 online or in person.
• Cancelling. A partnership that is done in Minnesota delivers a notice of cancellation (section 321.0907). The fee schedule puts that filing at $50 mailed and $70 otherwise. After cancellation, the Secretary of State still accepts papers for claims tied to the partnership's Minnesota activity.
• Taxes. The certificate is a business-registry matter, and state tax accounts are handled elsewhere.

Sections 321.0907 and 321.0908 govern, and no monetary penalty appears in either. Such a partnership cannot sue in Minnesota courts. Nothing it signed becomes void, and a lawsuit brought against it can still be answered. Operating without a certificate does not by itself make any partner liable for what the partnership owes.

Two more consequences apply. By operating this way, the partnership makes the Secretary of State its recipient for service of process on Minnesota-based claims. And the attorney general may bring an enforcement action to halt continued violations.

With no fine attached, the practical cost of skipping the certificate is a locked courthouse the first time the partnership needs to collect on a contract.

Preparing and submitting Minnesota's certificate of authority is not part of what Mainstay does for a limited partnership. The owner, or a lawyer the owner retains, sends it in. Mainstay's offering is the registered agent, at $149 per year, with a flat price at renewal. Your Minnesota address goes into the application and the public record. Each time something is served at that address, you get an uploaded scan that business day, free. Government mailings get scanned free too, up to three in a year.

A partnership with an agent elsewhere can switch: Mainstay files the change of agent and bills the state's amendment fee at cost. The Minnesota registered agent page is the starting point. Mainstay does not practice law; a Minnesota attorney can say whether your partnership's activities call for a certificate.