Free STATE OF MINNESOTA SECRETARY OF STATE ARTICLES OF INCORPORATION Business and Nonprofit Corporations - Minnesota

MINNESOTA SECRETARY OF STATE STATEMENT OF DISSOLUTION
Minnesota Statutes, Chapter 323A Fee: $135.00
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A person who files a statement pursuant to this section shall promptly send a copy of the statement to every non-filing partner and to any other person named as a partner in the statement. This form does NOT dissolve a general partnership. In order to file this form, your general partnership must have already been dissolved by an event listed in Minnesota Statutes, 323A.0801. If this general partnership has an LLP Statement on file, a separate statement of amendment or cancellation form under 323A.0105 (d) is required in order to cancel that registration and move that record into the inactive file. A form for that purpose is also available from the Secretary of State.

1. Limited Liability Partnership Name used in Minnesota: (Required)

2. Partnership Name in Home Jurisdiction: (Only applies to foreign partnerships)

3. The general partnership listed in item 1 has been dissolved under 323A.0801 and is winding up its business.

4. I acknowledge that this statement of dissolution is voluntary. I certify that I am a partner authorized to sign this document on behalf of this partnership and I further certify that by signing this document I am subject to the penalties of perjury as set forth in Minnesota Statutes, section 609.48 as if I had signed this document under oath. This statement must be signed by at least two (2) partners.

Signature of Partner

Signature of Partner

Print Name

Print Name

Daytime Telephone Number

Daytime Telephone Number

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StatementofdissolutionRev.08-08

INSTRUCTIONS
THIS AMENDMENT MUST BE TYPED OR LEGIBLY PRINTED IN BLACK INK ONLY. NOTE: This form is intended merely as a guide for filing and is not intended to cover all situations.

A person who files a statement pursuant to this section shall promptly send a copy of the statement to every non-filing partner and to any other person named as a partner in the statement. 323A.0805 Statement of Dissolution (b) A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of section 323A.0303 (d) (1) and, if recorded, is a limitation on authority for the purposes of sections 323A.0303 (d) (2) and 323A.0303 (e). (c) For the purposes of sections 323A.0301 and 323A.0804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed. This form does not dissolve a general partnership. In order to file this form, your general partnership must have already been dissolved by an event listed in Minn. Stat. 323A.0801. If this general partnership has an LLP Statement on file, a separate statement of amendment/cancellation under 323A.0105 (d) is required in order to cancel that registration and move that record into the inactive file. A form for that purpose is also available from the Secretary of State.

1. List the name of the partnership in Minnesota with respect to which this statement is filed. 2. If applicable, list the limited liability partnership name used in the Home Jurisdiction. This would only apply for foreign partnerships that are using an alternate name if Minnesota. 3. This line states that the partnership has dissolved and is winding up its business. 4. The document must be signed by at least two partners who are authorized to sign the registration. Partners who complete this statement of dissolution personally declare under penalty of perjury that the contents of the statement are accurate.

Filing Fee: $135.00 Payable to the MN Secretary of State

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 8:00 - 4:00, Monday - Friday, excluding holidays)

To obtain a copy of a form you can go to our web site at www.sos.state.mn.us , or contact us between 9:00am to 4:00pm, Monday through Friday at (651) 296-2803 or toll free 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.