Advisors Research About Meet PRIA

Pricing Methodology Security Sign in

Support Data Sources Privacy Policy Terms of Service Your Privacy Choiceshello@policyrisk.com

© 2026 PRIA Technologies, LLC. All rights reserved.

PRIA provides educational policy intelligence and is not a source of investment, legal, or financial advice. Content is for informational purposes only.

™

Your Policy Risk Impact Agent

Research

At My Address
Federal Courts
Daily Briefings
Medicare & Social Security
Congressional Bills
Federal Register
Tariffs
Fed Decisions & The Economy
State Tracker
World Watch
U.S. Code
U.S. Constitution

Knowledge

Search Polipedia
Daily Briefings
Calculators
What is Policy Risk?
The Countdown

Company

PRIA for Advisors
About PRIA
Support

Get PRIA

Support Data Sources Privacy Policy Terms of Service Your Privacy Choices

hello@policyrisk.com

© 2026 PRIA Technologies, LLC. All rights reserved.

PRIA is a trademark of PRIA Technologies, LLC.

PRIA provides educational policy intelligence and is not a source of investment, legal, or financial advice. Content is for informational purposes only.

Minnesota Statutes, Title Minnesota Statutes

™

Your Policy Risk Impact Agent

Minnesota/Statutes

← All Minnesota coverage

Title Minnesota Statutes, Minnesota Statutes

1,133 chapters · 28,363 sections in this title.

All chapters in Title Minnesota Statutes28,363 Ch 336, UNIFORM COMMERCIAL CODE642 Ch 524, UNIFORM PROBATE CODE394 Ch 609, CRIMINAL CODE377 Ch 144, DEPARTMENT OF HEALTH361 Ch 469, ECONOMIC DEVELOPMENT257 Ch 473, METROPOLITAN GOVERNMENT247 Ch 148, PUBLIC HEALTH OCCUPATIONS206 Ch 169, TRAFFIC REGULATIONS200 Ch 256B, MEDICAL ASSISTANCE FOR NEEDY PERSONS196 Ch 60A, GENERAL INSURANCE POWERS195 Ch 13, GOVERNMENT DATA PRACTICES177 Ch 115A, WASTE MANAGEMENT171 Ch 325F, CONSUMER PROTECTION; PRODUCTS AND SALES168 Ch 383B, HENNEPIN COUNTY168

112 sections·Filtered byTitle Minnesota Statutes✕Ch 321✕

Minn. Stat. § 321.0509 LIABILITY FOR IMPROPER DISTRIBUTIONS.
1.3K chars
321.0509 LIABILITY FOR IMPROPER DISTRIBUTIONS. (a) A general partner that consents to a distribution made in violation of section 321.0508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed …
Minn. Stat. § 321.0601 DISSOCIATION AS LIMITED PARTNER.
3.4K chars
321.0601 DISSOCIATION AS LIMITED PARTNER. (a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the followi…
Minn. Stat. § 321.0602 EFFECT OF DISSOCIATION AS LIMITED PARTNER.
0.9K chars
321.0602 EFFECT OF DISSOCIATION AS LIMITED PARTNER. (a) Upon a person's dissociation as a limited partner: (1) subject to section 321.0704, the person does not have further rights as a limited partner; (2) the person's obligation of good faith and fair dealing as a limited partne…
Minn. Stat. § 321.0603 DISSOCIATION AS GENERAL PARTNER.
4.2K chars
321.0603 DISSOCIATION AS GENERAL PARTNER. A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) the limited partnership's having notice of the person's express will to withdraw as a general partner or on a …

Showing 51–100 of 112

Page 2 of 3

← Previous Next →

Minn. Stat. § 321.0604 PERSON'S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION.

1.3K chars

321.0604 PERSON'S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 321.0603(1). (b) A person's dissociation as a general partner …

Minn. Stat. § 321.0605 EFFECT OF DISSOCIATION AS GENERAL PARTNER.

1.3K chars

321.0605 EFFECT OF DISSOCIATION AS GENERAL PARTNER. (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (2) the person's duty of loyalty as a ge…

Minn. Stat. § 321.0606 POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER.

1.3K chars

321.0606 POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged ou…

Minn. Stat. § 321.0607 LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER.

1.9K chars

321.0607 LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Excep…

Minn. Stat. § 321.0701 PARTNER'S TRANSFERABLE INTEREST.

0.2K chars

321.0701 PARTNER'S TRANSFERABLE INTEREST. The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property. History: 2004 c 199 art 7 s 59

Minn. Stat. § 321.0702 TRANSFER OF PARTNER'S TRANSFERABLE INTEREST.

2.0K chars

321.0702 TRANSFER OF PARTNER'S TRANSFERABLE INTEREST. (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; an…

Minn. Stat. § 321.0703 RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE.

1.7K chars

321.0703 RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE. (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the j…

Minn. Stat. § 321.0704 POWER OF ESTATE OF DECEASED PARTNER.

0.4K chars

321.0704 POWER OF ESTATE OF DECEASED PARTNER. If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 321.0702 and, for the purposes of settling the estate, may exercise the rig…

Minn. Stat. § 321.0801 NONJUDICIAL DISSOLUTION.

1.7K chars

321.0801 NONJUDICIAL DISSOLUTION. Except as otherwise provided in section 321.0802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) the happening of an event specified in the partnership agreement; (2)…

Minn. Stat. § 321.0802 JUDICIAL DISSOLUTION.

0.3K chars

321.0802 JUDICIAL DISSOLUTION. On application by a partner the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. History: 2004 c 199…

Minn. Stat. § 321.0803 WINDING UP.

2.0K chars

321.0803 WINDING UP. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limited partnership is d…

Minn. Stat. § 321.0804 POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION.

1.2K chars

321.0804 POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION. (a) A limited partnership is bound by a general partner's act after dissolution which: (1) is appropriate for winding up the limited partnership's activities; or (2)…

Minn. Stat. § 321.0805 LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER.

1.3K chars

321.0805 LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER. (a) If a general partner having knowledge of the dissolution causes a limited partnership …

Minn. Stat. § 321.0806 KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.

1.7K chars

321.0806 KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP. (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b). (b) A dissolved limited partnership may notify its known claimants of the dissolutio…

Minn. Stat. § 321.0807 OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIPS.

2.6K chars

321.0807 OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIPS. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The notice must: (1) be pub…

Minn. Stat. § 321.0808 LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED.

0.3K chars

321.0808 LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED. If a claim against a dissolved limited partnership is barred under section 321.0806 or 321.0807, any corresponding claim under section 321.0404 is also b…

Minn. Stat. § 321.0809 ADMINISTRATIVE DISSOLUTION.

1.7K chars

321.0809 ADMINISTRATIVE DISSOLUTION. (a) A limited partnership that has failed to deliver for filing a registration pursuant to the requirements of section 321.0210, or whose agent resigned pursuant to section 321.0116, subdivision 1, and the resignation has been effective for 30…

Minn. Stat. § 321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION OR REVOCATION.

1.9K chars

321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION OR REVOCATION. (a) A limited partnership that has been administratively dissolved or a foreign limited partnership that has had its certificate of authority revoked may reinstate after the effective date of dissolution. …

Minn. Stat. § 321.0812 DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED.

2.9K chars

321.0812 DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED. (a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to cred…

Minn. Stat. § 321.0901 GOVERNING LAW.

0.8K chars

321.0901 GOVERNING LAW. (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of …

Minn. Stat. § 321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY.

1.4K chars

321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state: (1) the name of the foreign …

Minn. Stat. § 321.0903 ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.

1.8K chars

321.0903 ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. (a) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include: (1) maintaining, defending, and settling an action or proceeding; (2) …

Minn. Stat. § 321.0904 FILING OF CERTIFICATE OF AUTHORITY.

0.5K chars

321.0904 FILING OF CERTIFICATE OF AUTHORITY. Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the applicati…

Minn. Stat. § 321.0905 ALTERNATE NAME; NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP.

1.3K chars

321.0905 ALTERNATE NAME; NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP. (a) A foreign limited partnership may choose to adopt an alternate name even if its name complies with section 321.0108. A foreign limited partnership whose name does not comply with section 321.0108 may n…

Minn. Stat. § 321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.

1.4K chars

321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY. (a) A foreign limited partnership that has failed to deliver for filing a renewal pursuant to the requirements of section 321.0210, or whose agent resigned pursuant to section 321.0116, subdivision 1, and the resignation has been e…

Minn. Stat. § 321.0907 CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.

1.4K chars

321.0907 CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE. (a) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing a notice of cancellati…

Minn. Stat. § 321.0908 ACTION BY ATTORNEY GENERAL.

0.2K chars

321.0908 ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article. History: 2004 c 199 art 9 s 81

Minn. Stat. § 321.0909 NAME CHANGES FILED IN HOME STATE.

0.4K chars

321.0909 NAME CHANGES FILED IN HOME STATE. A foreign limited partnership shall notify the secretary of state of any changes to the partnership name filed with the state of formation by certifying to the secretary of state that the foreign limited partnership has changed the name …

Minn. Stat. § 321.1001 DIRECT ACTION BY PARTNER.

0.9K chars

321.1001 DIRECT ACTION BY PARTNER. (a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and o…

Minn. Stat. § 321.1002 DERIVATIVE ACTION.

0.4K chars

321.1002 DERIVATIVE ACTION. A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the…

Minn. Stat. § 321.1003 PROPER PLAINTIFF.

0.4K chars

321.1003 PROPER PLAINTIFF. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct giving rise to the action occurred; or (2) whose status as a partner devolved upon the person by op…

Minn. Stat. § 321.1004 PLEADING.

0.3K chars

321.1004 PLEADING. In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the general partners' response to the demand; or (2) why demand should be excused as futile. History: 2004 c 199 art 10 s 85

Minn. Stat. § 321.1005 PROCEEDS AND EXPENSES.

0.6K chars

321.1005 PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; (2) if the derivat…

Minn. Stat. § 321.1101 DEFINITIONS.

3.0K chars

321.1101 DEFINITIONS. In this article: (1) "Constituent limited partnership" means a constituent organization that is a limited partnership. (2) "Constituent organization" means an organization that is party to a merger. (3) "Converted organization" means the organization into wh…

Minn. Stat. § 321.1102 CONVERSION.

1.6K chars

321.1102 CONVERSION. § Subdivision 1.Conversion requirements. Pursuant to this section, sections 321.1103 to 321.1105, and a plan of conversion, an organization other than a limited partnership, a foreign limited partnership, a nonprofit corporation, or an organization owning ass…

Minn. Stat. § 321.1103 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP.

0.8K chars

321.1103 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP. § Subdivision 1.Consent required. Subject to section 321.1110, a plan of conversion must be consented to by all the partners of a converting limited partnership. § Subd. 2.Amendment of plan or abandonment of…

Minn. Stat. § 321.1104 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.

2.6K chars

321.1104 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE. § Subdivision 1.Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting limited partnership, the converting limited partnership shall file articles of conversion w…

Minn. Stat. § 321.1105 EFFECT OF CONVERSION.

2.0K chars

321.1105 EFFECT OF CONVERSION. § Subdivision 1.Same entity. An organization that has been converted pursuant to sections 321.1102 to 321.1105 is for all purposes the same entity that existed before the conversion. § Subd. 2.Effect on converting organization. When a conversion tak…

Minn. Stat. § 321.1106 MERGER.

1.3K chars

321.1106 MERGER. (a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 321.1107 through 321.1109 and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) …

Minn. Stat. § 321.1107 ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED PARTNERSHIP.

0.6K chars

321.1107 ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED PARTNERSHIP. (a) Subject to section 321.1110, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to section 321.1110 and any contractual rights, after a merger is app…

Minn. Stat. § 321.1108 FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE.

2.3K chars

321.1108 FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited …

Minn. Stat. § 321.1109 EFFECT OF MERGER.

2.4K chars

321.1109 EFFECT OF MERGER. (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each con…

Minn. Stat. § 321.1110 RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.

1.4K chars

321.1110 RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan …

Minn. Stat. § 321.1111 LIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER.

3.1K chars

321.1111 LIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER. (a) A conversion or merger under this article does not discharge any liability under sections 321.0404 and 321.0607 of a person that was a general partner in or dissociated as a general partner from a converting or…

Minn. Stat. § 321.1112 POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER.

2.3K chars

321.1112 POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited part…

Minn. Stat. § 321.1113 CHAPTER NOT EXCLUSIVE.

0.2K chars

321.1113 CHAPTER NOT EXCLUSIVE. This chapter does not preclude an entity from being converted or merged under other law. History: 2004 c 199 art 11 s 99