Free MINNESOTA SECRETARY OF STATE - Minnesota

For your convenience, this form has been designed to be completed online. You must have Acrobat Reader 7.0 or above to use this new feature. Once your form is completed, be sure Minnesota Statutes, Chapter 323A to select "Print" at the bottom of the Fee: $135.00 screen to capture your data entry for printing. After printing, sign and READ THE INSTRUCTIONS BEFORE COMPLETING THIS FORM send applicable fees as required. Note: Selecting A person who files a statement pursuant to this section shall promptly send a copy of the "Reset" will clear all statement to every non-filing partner and to any other person named as a partner in the statement. entry from this data page. To print a blank form, go to File->Print.

MINNESOTA SECRETARY OF STATE GENERAL PARTNERSHIP STATEMENT OF DISSOCIATION

1. Name of Dissociating Partner: (Print the first, middle & last name of the dissociating partner)

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

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

4. The partner listed in item 1 is hereby dissociated from the partnership listed in item 2.

5. I acknowledge that this statement of dissociation is voluntary. I certify that I am a partner authorized to sign this document 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. Note: If this statement is filed by the partnership, at least two partners must sign; if this statement is filed by the partner who is leaving then only that partner must sign.

Signature of Partner

Signature of Partner

Print Name

Print Name

Print Daytime Telephone Number

Print Daytime Telephone Number

Print

Reset Form

StatementofdissociationRev8-08

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. NOTE: A dissociated partner OR the partnership may file a statement of dissociation. 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.0603 (b) Upon a Partner's Dissociation: (1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 323A.0803; (2) the partner's duty of loyalty under section 323A.0404 (b) (3) terminates; and (3) the partner's duty of loyalty under section 323A.0404(b) (1) and (2) and duty of care under section 323A.0404 (c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 323A.0803. 323A.0704 (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 323A.0303 (d) and (e). (c) For the purposes of sections 323A.0702 (a) (3) and 323A.0703 (b) (3), a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. 1. List the first, middle and last name of the dissociating partner. 2. List the name of the partnership in Minnesota with respect to which this statement is filed. 3. 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. 4. This line states that the partner completing this form is dissociated from the partnership. 5. If this statement is filed by the partnership, at least two partners must sign; if this statement is filed by the partner who is leaving then only that partner must sign. The partner(s) who completes this statement of dissociation personally declares 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 1-800-6273529 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.