Minnesota Limited Liability Partnership Forms

 The following Minnesota Limited Partnership forms are available in pdf:

 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

Minnesota 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 in box four.   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

A consent form is required if there is a conflict between the business name you are filing and an existing business name. The existing business needs to consent to your use of the name. A consent form needs to be submitted along with the original filing or amendment you wish to record.

Consent to Use of Name.pdf

Use this form to change the official email address that was provided in your filing. This email address may be used to send annual renewal reminders and other important notices that may require action or responses.

Change of Official Email Address.pdf

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