Winona County Quitclaim Deed (Partnership or Limited Partnership Grantor) Form

Minnesota keeps partnership signing authority in two different chapters, and this deed asks which one governs. The Minnesota Quitclaim Deed (Partnership or Limited Partnership Grantor) names one partnership as the Grantor Partnership and one partner who signs in the partnership name, and Section 3 records the chapter that signature rests on: chapter 323A for a general partnership or a limited liability partnership, chapter 321 for a limited partnership. Whatever interest the partnership holds in the described Minnesota real property passes to the Grantee, with no warranty of title.

Two chapters, two words for the signer

The statutes do not use the same word for the person who signs. Under Minnesota Statutes section 323A.0302, partnership property held in the partnership name may be transferred by an instrument of transfer executed by a partner in the partnership name. Under section 321.0409, property held in a limited partnership's name may be transferred by an instrument of transfer executed by a general partner. Section 321.0302 explains that gap in one line: a limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.

The ordinary course question

Ordinary business is the dividing line in both chapters. Under section 323A.0301 an act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course binds the partnership, while an act outside that course binds only if the other partners authorized it. Chapter 321 adds a rule keyed to size that reaches past the general partners, since section 321.0406(b)(3) needs the consent of all partners, limited partners included, to dispose of all or substantially all of a limited partnership's property other than in the usual and regular course of its activities. Section 3 carries a blank for that answer, so the deed states it on its face.

One partnership, one signature, one certificate

The form recites exactly one partnership, with entries for its name and address, its type, and its state of organization, and exactly one signing partner, whose block carries a signature, a printed name, a date, and a title. The certificate that closes the deed is the representative capacity short form of section 358.66, whose blanks take the signer's name, the authority held, and the partnership signed for. Section 9 speaks the section 507.07 statutory words conveys and quitclaims from the partnership, and adds that the signing partner acts solely in a representative capacity. A limited partnership selling the single parcel it was formed to hold, and a family general partnership deeding out land it no longer uses both present the one partnership pattern this deed recites. It is not built for two partners signing together, nor for a conveyance running into a partnership. The form prints no spousal joinder block: the marital signature rule in section 507.02 addresses a married owner, and section 323A.0203 makes property acquired by a partnership the property of the partnership rather than of the partners individually.

A deed tax sentence written for entity restructuring

Net consideration sets the tax in the ordinary case, at 0.0033 above $3,000 under section 287.21. That section also carries a sentence aimed straight at entity paper: for purposes of the tax, the conversion of a partnership to a limited partnership, or of a limited partnership to another entity, does not grant, assign, transfer, or convey real property. Where a conveyance does qualify as a designated transfer under section 287.20, subdivision 3a, the figure drops to $1.65, and section 272.115, subdivision 6, releases the electronic certificate of real estate value filing for an instrument whose own face identifies the conveyance that way. Section 1 prints that notation beside the deed tax and eCRV entries.

The county offices come in order: the auditor makes the transfer entry and tax certification under section 272.12 before the recorder, or the registrar of titles for Registered (Torrens) land, takes the deed at the flat $46 fee of section 357.18. Section 10 prints the well disclosure statements of section 103I.235, and Sections 13 and 14 carry the section 507.091 drafter statement and the section 507.092 tax statement entry. A partnership quit claim deed and an LP quit claim deed name this same instrument. Included here: the fillable form, a completed example built on a Crow Wing County sale by a Brainerd limited partnership, and a guide walking every numbered section and the chapter 321 and 323A authority provisions. The materials are informational and are not legal advice.