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 ma
iling 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: (R
equired)
Name of Registered Agent
Street Address (A PO Box by itself is not acceptable) City State
MN
Zip
Mailing Address (if different from above) City State Zip
6.
Is this limited partnership a limited liability limited 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
Na
me of General Partner
Street Address (A PO Box by itself is not acceptable) City State Zip
Mailing Address LIGLIIHUHQWIURPDERYH City State Zip
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 forth 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 State 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 person 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.7/15/2013
Print
Reset
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 le
gal name of the partnership in the state or country of formation. If that name is
not available in Minnesota
or that nam
e 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 alt
ernate name that will be used in Minnesota, if any. A Limited Partnership must contain the
phrase
"lim
ited partnership" or the abbreviation "L.P." or "LP", and may not contain the phrase "limited liability limited
partnership" or the abbreviation "LLLP" or "L.L.L.P." A Limited Liability Limited Partnership must contain the
phrase "limited liability limited partnership" 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. T
he street and mailing address of the foreign limited partnership's principal office and if the la
ws of the
jurisdiction
under which the foreign limited partnership is organized require the foreign limited partnership to
maintain an office in that jurisdiction, the street and mailing address of the required office (attach an additional
sheet with this address if needed). If the mailing address is not completed, then it is assumed that the mailing
address is the same as the principal office address.
5. List the com
plete street address of the agent for service of process in Minnesota. If the mai
ling 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 partnership is a lim
ited liability li
mited partnership.
7.
If applicable, list the effective date for this filing.
8.
Provide the nam
e and complete street address of each general partner. If the mailing addr
ess of the general partner is
not com
pleted, 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 indicat
e
on the document that they are acting as the agent of the 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 State's Office does not discriminate on the basis of race, creed,
color, sex, sexual orientation, national origin, age, marital status, disability, religion, reliance on public assistance or
political opinions or affiliations in employment or the provision of service.