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Minnesota Statutes, Title Minnesota Statutes

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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

31 sections·Filtered byTitle Minnesota Statutes✕Ch 322✕

Minn. Stat. § 322.01 DEFINITION.
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322.01 DEFINITION. A limited partnership is a partnership formed by two or more persons under the provisions of section 322.02, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of t…
Minn. Stat. § 322.02 FORMATION.
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322.02 FORMATION. Two or more persons desiring to form a limited partnership shall: (1) Sign and acknowledge or swear to a certificate, which shall state: (a) the name of the partnership; (b) the character of the business; (c) the location of the principal place of business; (d) …
Minn. Stat. § 322.03 BUSINESS WHICH MAY BE CARRIED ON.
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322.03 BUSINESS WHICH MAY BE CARRIED ON. A limited partnership may carry on any business which a partnership without limited partners may carry on. History: (7355) 1919 c 498 s 3
Minn. Stat. § 322.04 CHARACTER OF LIMITED PARTNER'S CONTRIBUTION.
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322.04 CHARACTER OF LIMITED PARTNER'S CONTRIBUTION. The contributions of a limited partner may be cash or other property, but not services. History: (7356) 1919 c 498 s 4

Minn. Stat. § 322.05 NAME NOT TO CONTAIN SURNAME OF LIMITED PARTNER.

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322.05 NAME NOT TO CONTAIN SURNAME OF LIMITED PARTNER. The surname of a limited partner shall not appear in the partnership name, unless: (1) it is also the surname of a general partner; or (2) prior to the time when the limited partner became such the business had been carried o…

Minn. Stat. § 322.06 LIABILITY FOR FALSE STATEMENTS IN CERTIFICATE.

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322.06 LIABILITY FOR FALSE STATEMENTS IN CERTIFICATE. If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false (1) at the time of signing the certificate, or (…

Minn. Stat. § 322.07 LIMITED PARTNER NOT LIABLE TO CREDITORS.

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322.07 LIMITED PARTNER NOT LIABLE TO CREDITORS. A limited partner shall not become liable as a general partner without taking part in the control of the business in addition to exercising rights and powers as a limited partner. History: (7359) 1919 c 498 s 7; 1986 c 444

Minn. Stat. § 322.08 ADMISSION OF ADDITIONAL LIMITED PARTNERS.

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322.08 ADMISSION OF ADDITIONAL LIMITED PARTNERS. After the formation of a limited partnership additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section 322.25. History: (7360) 1919 c 498 s 8

Minn. Stat. § 322.09 RIGHTS, POWERS, AND LIABILITIES OF A GENERAL PARTNER.

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322.09 RIGHTS, POWERS, AND LIABILITIES OF A GENERAL PARTNER. A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratificati…

Minn. Stat. § 322.10 RIGHTS OF A LIMITED PARTNER.

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322.10 RIGHTS OF A LIMITED PARTNER. A limited partner shall have the same rights as a general partner to (1) have the partnership books kept at the principal place of business of the partnership, and at all times to inspect and copy any of them; (2) have on demand full and true i…

Minn. Stat. § 322.11 STATUS OF PERSON ERRONEOUSLY BELIEVING TO BE A LIMITED PARTNER.

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322.11 STATUS OF PERSON ERRONEOUSLY BELIEVING TO BE A LIMITED PARTNER. A contributor to the capital of a business conducted by a person or partnership erroneously believing that the contributor has become a limited partner in a limited partnership is not, by reason of the exercis…

Minn. Stat. § 322.12 ONE PERSON BOTH GENERAL AND LIMITED PARTNER.

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322.12 ONE PERSON BOTH GENERAL AND LIMITED PARTNER. A person may be a general and a limited partner in the same partnership at the same time. A person who is a general, and also at the same time a limited, partner shall have all the rights and powers and be subject to all the res…

Minn. Stat. § 322.13 LOANS AND OTHER BUSINESS TRANSACTIONS WITH LIMITED PARTNER.

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322.13 LOANS AND OTHER BUSINESS TRANSACTIONS WITH LIMITED PARTNER. A limited partner also may loan money to and transact other business with the partnership, and, unless also a general partner, receive on account of resulting claims against the partnership, with general creditors…

Minn. Stat. § 322.14 RELATION OF LIMITED PARTNERS INTER SE.

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322.14 RELATION OF LIMITED PARTNERS INTER SE. Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of inco…

Minn. Stat. § 322.15 COMPENSATION OF LIMITED PARTNER.

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322.15 COMPENSATION OF LIMITED PARTNER. A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate; provided, that, after such payment is made, whether from the property of the partnership or …

Minn. Stat. § 322.16 WITHDRAWAL OR REDUCTION OF LIMITED PARTNER'S CONTRIBUTION.

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322.16 WITHDRAWAL OR REDUCTION OF LIMITED PARTNER'S CONTRIBUTION. § Subdivision 1.Return of contribution. A limited partner shall not receive from a general partner or out of partnership property any part of contribution until: (1) all liabilities of the partnership, except liabi…

Minn. Stat. § 322.17 LIABILITY OF LIMITED PARTNER TO PARTNERSHIP.

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322.17 LIABILITY OF LIMITED PARTNER TO PARTNERSHIP. § Subdivision 1.Liability. A limited partner is liable to the partnership (1) for the difference between contribution as actually made and that stated in the certificate as having been made, and (2) for any unpaid contribution w…

Minn. Stat. § 322.18 NATURE OF LIMITED PARTNER'S INTEREST.

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322.18 NATURE OF LIMITED PARTNER'S INTEREST. A limited partner's interest in the partnership is personal property. History: (7370) 1919 c 498 s 18

Minn. Stat. § 322.19 ASSIGNMENT OF LIMITED PARTNER'S INTEREST.

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322.19 ASSIGNMENT OF LIMITED PARTNER'S INTEREST. A limited partner's interest is assignable. A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned an interest in a partnership. An assignee, who does not become a sub…

Minn. Stat. § 322.20 EFFECT OF RETIREMENT, DEATH, OR INSANITY OF A GENERAL PARTNER.

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322.20 EFFECT OF RETIREMENT, DEATH, OR INSANITY OF A GENERAL PARTNER. The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners: (1) under a right so to do stated in the certificate; or (2…

Minn. Stat. § 322.21 DEATH OF LIMITED PARTNER.

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322.21 DEATH OF LIMITED PARTNER. On the death of a limited partner the executor or administrator shall have all the rights of a limited partner for the purpose of settling the estate, and such power as the deceased had to constitute an assignee a substituted limited partner. The …

Minn. Stat. § 322.22 RIGHTS OF CREDITORS OF LIMITED PARTNER.

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322.22 RIGHTS OF CREDITORS OF LIMITED PARTNER. On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt; and…

Minn. Stat. § 322.23 DISTRIBUTION OF ASSETS.

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322.23 DISTRIBUTION OF ASSETS. In settling accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order: (1) those to creditors, in the order of priority as provided by law, except those to limited partners on account of their …

Minn. Stat. § 322.24 WHEN CERTIFICATE SHALL BE CANCELED OR AMENDED.

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322.24 WHEN CERTIFICATE SHALL BE CANCELED OR AMENDED. The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such. A certificate shall be amended when: (1) there is a change in the name of the partnership or in the amount or charac…

Minn. Stat. § 322.25 REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE.

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322.25 REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE. § Subdivision 1.Contents. The writing to amend a certificate shall: (1) conform to the requirements of section 322.02, clause (1)(a), as far as necessary to set forth clearly the change in the certificate whic…

Minn. Stat. § 322.26 PARTIES TO ACTIONS.

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322.26 PARTIES TO ACTIONS. A contributor, unless a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership. History: (7378) 1919 c 498 s 26; 1986 c 4…

Minn. Stat. § 322.27 CITATION.

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322.27 CITATION. This chapter may be cited as the "Uniform Limited Partnership Act." History: (7379) 1919 c 498 s 27

Minn. Stat. § 322.28 RULES OF CONSTRUCTION.

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322.28 RULES OF CONSTRUCTION. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those state…

Minn. Stat. § 322.29 RULES FOR CASES NOT PROVIDED FOR.

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322.29 RULES FOR CASES NOT PROVIDED FOR. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern. History: (7381) 1919 c 498 s 29

Minn. Stat. § 322.30 PROVISIONS FOR EXISTING LIMITED PARTNERSHIPS.

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322.30 PROVISIONS FOR EXISTING LIMITED PARTNERSHIPS. A limited partnership formed under any statute of this state prior to the adoption of this chapter may become a limited partnership under this chapter by complying with the provisions of section 322.02; provided the certificate…

Minn. Stat. § 322.31 REPEALS.

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322.31 REPEALS. Except as affecting existing limited partnerships to the extent set forth in section 322.30, General Statutes 1913, chapter 57, is hereby repealed. History: (7383) 1919 c 498 s 31