Minnesota Partnership Agreement

The Minnesota partnership agreement is developed and entered by a partnership’s partners, whether limited partners or general partners. This agreement defines the operations of the partnership and the behavior of the partners or owners of the partnership.

Last updated December 30th, 2024

The Minnesota partnership agreement is developed and entered by a partnership’s partners, whether limited partners or general partners. This agreement defines the operations of the partnership and the behavior of the partners or owners of the partnership.

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Minnesota Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) While optional partnerships may file a Statement of Partnership Authority ($135 by mail, $155.00 in person). However, all partnerships must adher to name requirements: MN Business Filings Search.
Limited Partnership (LP) Certificate of Limited Partnership (By mail:$100.00, In person: $120.00)
Foreign Limited Partnership | Certificate of Authority
(By mail:$100.00, In person: $120.00)
Limited Liability Partnership (LLP) Minnesota Certificate of Limited Liability Partnership ($135.00 by mail, $155.00 in person)
Foreign Limited Liability Partnership | Statement of Qualification ($135.00 by mail, $155.00 in person)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership (By mail:$100.00, In person: $120.00)Foreign Limited Partnership | Certificate of Authority
(By mail:$100.00, In person: $120.00) It is especially important to include the correct language.

Fiduciary Duty

Duty of Loyalty:
  • Partners are responsible for an all-inclusive account of any profit, benefit, or property that was received or “derived by the general partner” while using the partnership’s resources. [1]
  • Partners do not use partnership resources to represent or work for parties “having an interest adverse to the limited partnership.” [2]
  • Partners conduct and pursue independent business, but not when this is “competing with the limited partnership.” [3]
Duty of Care:
  • General partners adhere to ethical and legal guidelines since they are forbidden from actions involving “intentional or reckless” conduct and illegal activities. [4]
  • General partners must display “good faith” in their business dealings as well as for the partnership. [5]
  • A general partner does not violate their duties merely because their conduct furthers the general partner’s own interest. [6]

Liability

Every general partner is potentially liable for the partnership’s debts or obligations; however, this is adjustable through agreement actions by a “claimant” or “by law.” [7]
A partner that is in to a partnership is only “personally liable for an obligation of a limited partnership” that originates upon or after their admittance. [8]
Limited partnerships absorb the liability for its obligations and responsibilities for its partners regardless of “whether arising in contract, tort or otherwise.”[9]
Limited partners do not hold any liability in a limited partnership even while engaging in the “management and control” of the LP. [10]

State Definitions (4)

General partner means a partner who is identified as the general partner “with respect to a limited partnership” or a partner in a foreign limited partnership with significantly similar responsibilities and obligations as a general partner in Minnesota.[11]
Limited partner means that a person admitted in a limited partnership is named as such and has not been disassociated or, specifically in the case of a foreign limited partnership, a person with similar “rights, powers, and obligations” as a limited partner in a domestic partnership. [12]
Limited partnership means a domestic for-profit business that is formed under Minnesota law with “one or more general partners” as well as “one or more limited partners.” [13]
Limited liability limited partnership means a domestic limited partnership that successfully submitted its certificate of limited partnership that explicitly documents that “the limited partnership operates as a limited liability limited partnership.” [14]