Minnesota § 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

Minnesota Statutes

§ 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

Minnesota § 321.0805

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 321UNIFORM LIMITED PARTNERSHIP ACT 2001

This text of Minnesota § 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) 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. § 321.0805 (2026).

Text

(a)If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 321.0804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:

(1)to the limited partnership for any damage caused to the limited partnership arising from the obligation; and

(2)if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.

(b)If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 321.0804(b), the person is liable:

(1)to the limited partnership for any damage caused

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(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 321.0804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 321.0804(b), the person is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; 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.