In the case of wanting to create a limited partnership in the State of Minnesota, the following form has to be completed and submitted along with a $120 fee for applying online and $100 for applying through the mail.Download
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Office of the Minnesota Secretary of State Foreign Limited Partnership | Certificate of Authority Minnesota Statutes, Chapter 321 Read the instructions before completing this form. Filing Fee: $120 for expedited service in-person and online filings, $100 for mail This Certificate of Authority has been approved pursuant to Minnesota Statutes, Chapter 321. By filing this Certificate of Authority, the partnership certifies that it has complied with the organization laws in the jurisdiction of its organization. 1. The legal name of this company in the Home Jurisdiction: (Required) 2. The alternate name under which the partnership will do business in Minnesota, if different than the legal name listed above: 3. Home Jursidiction: (Required) 4. Principal office street and mailing address: (Required) Street Address (A PO Box by itself is not acceptable) City State Zip Mailing Address (if different from above) City State Zip 5. Name, street and mailing address of the agent for service of process: (Required) Name of Registered Agent Street Address (A PO Box by itself is not acceptable) City State Zip Mailing Address (if different from above) City State Zip 6. Is this limited partnership a limited liability lim ited partnership? (Required) (Check One) Yes No 7. The effective date of this filing if different from the date of filing: 8. General Partner’s name, street and mailing address: (Required) Attach additional sheet(s) if necessary Name of General Partner Street Address (A PO Box by itself is not acceptable) City State Zip Mailing Address L I G L I I H U H Q W I U R P D E R Y H City State Zip MN Office of the Minnesota Secretary of State Foreign Limited Partnership | Certificate of Authority Minnesota Statutes, Chapter 321 9. Signature of at least one general partner or by an authorized agent: I, the undersigned, certify that I am signing this document as the person whose signature is required, or as agent of the person(s) whose signature would be required who has authorized me to sign this document on his/her behalf, or in both capacities. I further certify that I have completed all required fields, and that the information in this document is true and correct and in compliance with the applicable chapter of Minnesota Statutes. I understand that by signing this document I am subject to the penalties of perjury as set fort h in Section 609.48 as if I had signed this document under oath. Signature of at least one general partner or authorized agent Date Email Address for Official Notices Enter an email address to which the Secretary of St ate can forward official notices required by law: Check here to have your email address excluded from requests for bulk data, to the extent allowed by Minnesota law. List a name and daytime phone number of a p erson who can be contacted about this form: Contact Name Phone Number Entities that own, lease, or have any financial interest in agricultural land or land capable of being farmed must register with the MN Dept. of Agriculture’s Corporate Farm Program. ForeignLimitedPartnershipCertificateofAuthorityRev.6/1/2012 INSTRUCTIONS File your business document online by visiting our website at www.sos.state.mn.us. This form is intended merely as a guide for filing and is not intended to cover all situations. Retain the original signed copy of this document for your records and submit a legible photocopy for filing with the Office of the Secretary of State. 1. List the legal name of the partnership in the state or count ry of formation. If that name is not available in Minnesota or that name does not meet the legal requirements of Minnesota law, you must provide an alternate name to be used in Minnesota. A preliminary name availability check may be done by accessing our website at www.sos.state.mn.us. 2. List the alternate name that will be used in Minnesota, if any. A Limited Partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP", and may not contain the phrase "limited liability limited partnership" or the abbrevia tion "LLLP" or "L.L.L.P." A Limited Liability Limited Partnership must contain the phrase "limited liability limited pa rtnership" or the abbreviation "LLLP" or "L.L.L.P.", and must not otherwise contain the abbreviation "L.P." or "LP." 3. List the state or jurisdiction in which this organization is organized. 4. The street and mailing address of the foreign limited partnership's principal office and if the laws of the jurisdiction under which the foreign limited partnership is organized requir e the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of th e required office (attach an additional sheet with this address if needed). If the mailing address is not complete d, then it is assumed that the mailing address is the same as the principal office address. 5. List the complete street address of the agent for servi ce of process in Minnesota. If the mailing address is not completed, then it is assumed that the mailing address is the same as the agent’s street address. 6. Check Yes or No to indicate if this limited pa rtnership is a limited liability limited partnership. 7. If applicable, list the effective date for this filing. 8. Provide the name and complete street address of each general partner. If the mailing addr ess of the general partner is not completed, then it is assumed that the mailing address is the same as general partner’s street address. List the general partners on an additional sheet if you have more than one general partner. 9. A signature is required for at least one general partner or by an Authorized Agent (The signing party must indicate on the document that they are acting as the agent of th e person(s) whose signature would be required and that they have been authorized to sign on behalf of that person(s).) Email Address for Official Notices. This email address may be used to send annual renewal reminders and other important notices that may require action or response. Check the box if you wish to have your email address excluded from requests for bulk data, to the extent allowed by Minnesota law. List a name and daytime telephone number of a person who can be contacted about this form. Filing Fee: $120 for expedited service in-person and online filings, $100 if submitted by mail Payable to the MN Secretary of State Please submit all items together and mail to the address below: FILE IN-PERSON OR MAIL TO: Minnesota Secretary of State - Business Services Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St Paul, MN 55103 (Staffed 8 a.m. – 4 p.m., Monday - Friday, excluding holidays) Phone Lines: (9 a.m. - 4 p.m., M-F) Metro Area 651-296-2803; Greater MN 1-877-551-6767 All of the information on this form is public. Minnesota law requires certain information to be provided for this type of filing. If that information is not included, your document may be returned unfiled. This document can be made available in alternative formats, such as large print, Braille or audio tape, by calling (651)296-2803/voice. For a TTY/TTD (deaf and hard of hearing) communication, contact the Minnesota Relay Service at 1-800-627-3529 and ask them to place a call to (651)296-2803. The Secretary of St ate's Office does not discriminate on the basis of race, creed, color, sex, sexual orientation, national origin, age, marita l status, disability, religion, reliance on public assistance or political opinions or affiliations in employment or the provision of service.