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Minnesota Foreign Limited Partnership Registration Form

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.

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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 LIGLIIHUHQWIURPDERYH    	
            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.
Next: Missouri Close Articles of Incorporation Form Previous: Missouri Foreign Articles of Incorporation Form
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