Office of the Minnesota Secretary of State
Minnesota Limited Partnership | Certificate of Limited Partnership
Minnesota Statutes, Chapter 321
Read the instructions before completing this form.
Filing Fee: $120 for expedited service in-person and online filings, $100 if submitted by mail
1. Name of Limited Partnership: (Required)
2. Designated office street and mailing address: (Required)
Street Addres
s (A PO Box by itself is not acceptable) City State
MN
Zip
Mailing Address (if different from above) City State Zip
3.
Name, street and mailing address of the agent for service of process: (R
equired)
Na
me Agent
Street Address (A PO Box by itself is not acceptable) City State
MN
Zip
Mailing Address (if different from above) Cit y State
Zip
4.
Is this limited partnership a limited liability limited partnership? (Required) (Check One) Yes
No
5.
The effective date of this filing if different from
the date of filing:
6. 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 (if different from above) City State Zip
7. Signature of each 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 each general partner or by an authorized agent Date
Office of the Minnesota Secretary of State
Minnesota Limited Partnership | Certificate of Limited Partnership
Minnesota Statutes, Chapter 321
Email Address for Official Notices
Enter an email address to which the Secretary of State can forward official notices required by law and other notices:
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.
CertificateofLimitedPartnershipDomesticRev.7/15/2013
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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 ex
act name of the partnership. A Limited Partnership must contain the phrase "limit
ed 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."
A preliminary name availability check may be done by accessing our website at www.sos.state.mn.us.
2. List the com
plete street address of the designated office address in Minnesota. If the mailin
g address is not
completed, then it is assumed that the mailing address is the same as the designated street address.
3. 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.
4. Check Yes or No to indicate if this limited partnership is a lim
ited liability li
mited partnership.
5.
If applicable, list the effective date for this filing.
6.
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 the general partner’s street address. List the
general partners on an additional sheet if you have more than one general partner.
7. A signature is required for each general partner or by an
Authorized Agent (The signing party must indicate on th
e
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.