Minnesota § 321.0604 PERSON'S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION

Minnesota Statutes

§ 321.0604 — PERSON'S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION

Minnesota § 321.0604

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 321UNIFORM LIMITED PARTNERSHIP ACT 2001

This text of Minnesota § 321.0604 (PERSON'S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 321.0604 (2026).

Text

(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 is wrongful only if:

(1)it is in breach of an express provision of the partnership agreement; or

(2)it occurs before the termination of the limited partnership, and:

(A)the person withdraws as a general partner by express will;

(B)the person is expelled as a general partner by judicial determination under section 321.0603(5);

(C)the person is dissociated as a general partner by becoming a debtor in bankruptcy; or

(D)in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because i

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(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 is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) it occurs before the termination of the limited partnership, and:
(A) the person withdraws as a general partner by express will;
(B) the person is expelled as a general partner by judicial determination under section 321.0603(5);
(C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or
(D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section321.1001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners.