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

Minnesota Statutes

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

Minnesota § 321.0606

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 321UNIFORM LIMITED PARTNERSHIP ACT 2001

This text of Minnesota § 321.0606 (POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER) 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. § 321.0606 (2026).

Text

(a)After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership is bound by an act of the person if:

(1)the act would have bound the limited partnership under section321.0402before the dissociation; and

(2)at the time the other party enters into the transaction:

(A)less than two years has passed since the dissociation; and

(B)the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(b)If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:

(1)to the limited partnership for any damage ca

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(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership is bound by an act of the person if:
(1) the act would have bound the limited partnership under section321.0402before the dissociation; and
(2) at the time the other party enters into the transaction:
(A) less than two years has passed since the dissociation; and
(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.