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Minnesota & Foreign Limited Liability Partnership Forms


To form a Limited Liability Partnership, signature of at least 2 partners or authorized agent is required. For further information, see Minnesota Statutes 323A.

NOTE: If forming a Limited Liability Partnership that will be a "Professional entity" (see below), additional language is required in your Statement of Qualification. A Professional entity must state the company elects to operate under and is subject to Section 319B0.1 to 319B.12 or that the company elects to operate under and is subject to the Minnesota Firms Act. The company must include a list of the professional service the company is authorized to provide.

Types of Professional Entities: See List

    • Accountancy
    • Architecture
    • Certified Interior Design
    • Chiropractic
    • Dentistry & Dental Hygiene
    • Engineering
    • Geoscience
    • Landscape Architecture
    • Law
    • Marriage & Family Therapy
    • Medicine & Surgery
    • Optometry
    • Pharmacy
    • Physician Assistant
    • Podiatric Medicine
    • Professional Counseling
    • Psychology
    • Registered Nursing
    • Social Work
    • Surveying
    • Veterinary Medicine

For additional requirements, please check Minnesota Statutes, Chapter 319B.01 to 319B.12. (Minnesota Statues, Chapter 319B.01 to 319B.12.)

Minnesota LLP Statement of Qualification.pdf

 


 

To form a Foreign Limited Liability Partnership, signature of at least 2 partners or authorized agent is required. For additional information, see Minnesota Statutes 323A. 

NOTE: If forming a Foreign Limited Liability Partnership that will be a "Professional entity" (see below), additional language is required in your Statement of Qualification. A Professional entity must state the company elects to operate under and is subject to Section 319B0.1 to 319B.12 or that the company elects to operate under and is subject to the Minnesota Firms Act. The company must include a list of the professional service the company is authorized to provide. See list above for professional entity types.

 For additional requirements, please check Minnesota Statues, Chapter 319B.01 to 319B.12.

Foreign LLP Statement of Qualification.pdf

 


 

Use this form to file a Statement of Amendment or Cancellation.

NOTE: To cancel your Limited Liability Partnership registration, you must write “Cancellation” on the form.   A signature of at least 2 partners or authorized agent is required.    

Statement of Amendment or Cancellation.pdf

 


 

Use this form to file your annual renewal once every calendar year. An entity that has been dissolved by our office for failure to file an annual renewal, may retroactively reinstate its existence by filing the current year’s renewal and pay the applicable fee. If changing the Limited Liability Partnership name or address, a “Statement of Amendment” form must be completed and included along with the annual renewal an additional applicable fee.

Annual Renewal (LLP).pdf

 


 

Use this form to file A Statement of Denial. A Statement of Denial is a limitation on authority as provided in Minnesota Statutes, Chapter 323A.33 (d) and (e).  Signature of at least 2 partners or authorized agent is required.

Statement of Denial.pdf

 


Use this form when merging a partnership(s) or limited partnership(s) that is a party to the merger with the Limited Liability Partnership. Signature of at least 2 partners or authorized agent is required.

Limited Liability Partnership registration.

Statement of Merger.pdf

 


 

Use this form to file a Statement of Dissolution.

Statement of Dissolution form does Not dissolve a general partnership.  In order to file this form, your general partnership must have already been dissolved by an event listed in Minnesota Statutes, 323A.0801. If this general partnership has a Limited Liability Partnership on file with this office, a separate Statement of Amendment or Cancellation form under 323A.0105 (d) is required in order to cancel that registration. Signature of at least 2 partners or authorized agent is required.

Statement of Dissolution.pdf

 


 

Use this form to file a Statement of Dissociation if a partner would like to dissociate from the partnership.

Statement of Dissociation.pdf

 


 

Use this form to state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

Statement of Partnership Authority.pdf

 


See Minnesota Statutes, Chapter 323A for Limited Liability Partnership (LLP) filing information

Many of these services are available online. Go here to use our online system, or go here for instructions.

Either bring the form to our office or mail it to:

MN Secretary of State
60 Empire Drive
Suite 100
Saint Paul, MN 55103

Staffed 8:00 - 4:00
Monday - Friday