Minnesota § 321.1119 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS

Minnesota Statutes

§ 321.1119 — RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS

Minnesota § 321.1119

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 321UNIFORM LIMITED PARTNERSHIP ACT 2001

This text of Minnesota § 321.1119 (RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS) 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. § 321.1119 (2026).

Text

Subdivision 1.Personal liability of partner. If a partner of a constituent, converting, or domesticating limited partnership will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the partner, unless:

(1)the organization's certificate of limited partnership or partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and

(2)the partner has consented to the provision of the certificate of limited partnership or the partnership agreement. Subd. 2.Consent. A partner does not give the consent required by subdivision 1 merely by co

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Subdivision 1.Personal liability of partner.
If a partner of a constituent, converting, or domesticating limited partnership will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the partner, unless:
(1) the organization's certificate of limited partnership or partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the certificate of limited partnership or the partnership agreement.

Subd. 2.Consent.
A partner does not give the consent required by subdivision 1 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.