Minnesota § 321.0607 LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER

Minnesota Statutes

§ 321.0607 — LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER

Minnesota § 321.0607

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 321UNIFORM LIMITED PARTNERSHIP ACT 2001

This text of Minnesota § 321.0607 (LIABILITY TO OTHER PERSONS 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. § 321.0607 (2026).

Text

(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. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's obligation incurred after dissociation.

(b)A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section321.0404on an obligation incurred by the limited partnership under section321.0804.

(c)A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liab

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(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. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's obligation incurred after dissociation.
(b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section321.0404on an obligation incurred by the limited partnership under section321.0804.
(c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(1) a general partner would be liable on the transaction; 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.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.