Subdivision 1. Effect on domesticating partnership. When a domestication takes effect:

(1) the domesticated partnership is for all purposes the partnership that existed before the domestication;

(2) all property owned by the domesticating partnership remains vested in the domesticated partnership;

(3) all debts, obligations, or other liabilities of the domesticating partnership continue as debts, obligations, or other liabilities of the domesticated partnership;

(4) an action or proceeding pending by or against a domesticating partnership may be continued as if the domestication had not occurred;

(5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating partnership remain vested in the domesticated partnership;

(6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and

(7) except as otherwise agreed, the domestication does not dissolve a domesticating partnership for the purposes of sections 323A.0801 to 323A.0807.

Subd. 2. Foreign partnership. A domesticated partnership that is a foreign limited liability partnership consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating partnership if, before the domestication, the domesticating partnership was subject to suit in this state on the debt, obligation, or other liability. A domesticated partnership that is a foreign partnership appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 5.25.

History: 2018 c 103 s 39