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Minnesota & Foreign Limited Partnership Forms


Note: The Office of the Minnesota Secretary of State does not have generic forms for Limited Partnership Amendment Filings. For further information regarding filing requirements, see Minnesota Statutes 321.


Use this form to file a Minnesota Limited Partnership. For further information, see Minnesota Statutes 321.

NOTE: If forming a Limited Partnership that will be a "Professional entity" (see below), additional language is required in your Certificate of Limited Partnership. 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

Certificate of Limited Partnership (Minnesota).pdf  




Use this form to file a Minnesota Limited Partnership 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 Partnership’s name or addresses an Amendment to the Certificate of Limited Partnership must be filed along with the applicable fee.  

Minnesota LP Annual Renewal.pdf

 


Use this form to file a Foreign Limited Partnership. For further information, see Minnesota Statutes 321.

NOTE: If forming a Limited Partnership that will be a "Professional entity" (see below), additional language is required in your Certificate of Limited Partnership. 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
  • Chiropractor
  • Dentistry & Dental Hygiene
  • Engineering
  • Geoscience
  • Landscape Architecture
  • Law, Marriage & Family Therapy
  • Medicine & Surgery
  • Optometry
  • Pharmacy
  • Physician
  • Physician Assistance
  • Podiatric Medicine
  • Professional Counseling
  • Psychology
  • Registered Nurse
  • Social Work

Foreign Limited Partnership Certificate of Authority.pdf



Use this form to file your Foreign Limited Partnership 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 Partnership’s name or addresses an Amendment to the Certificate of Limited Partnership must be filed along with the applicable fee.  

Foreign LP Annual Renewal.pdf

See Minnesota Statutes, Chapter 321 for Limited Partnership (LP) 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