Minnesota § 322.09 RIGHTS, POWERS, AND LIABILITIES OF A GENERAL PARTNER

Minnesota Statutes

§ 322.09 — RIGHTS, POWERS, AND LIABILITIES OF A GENERAL PARTNER

Minnesota § 322.09

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 3221919 UNIFORM LIMITED PARTNERSHIP ACT

This text of Minnesota § 322.09 (RIGHTS, POWERS, AND LIABILITIES OF A 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. § 322.09 (2026).

Text

A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to

(1)do any act in contravention of the certificate;

(2)do any act which would make it impossible to carry on the ordinary business of the partnership;

(3)confess a judgment against the partnership;

(4)possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;

(5)admit a person as a general partner;

(6)admit a person as a limited partner unless the right so to do is given in the certifi

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A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to
(1) do any act in contravention of the certificate;
(2) do any act which would make it impossible to carry on the ordinary business of the partnership;
(3) confess a judgment against the partnership;
(4) possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;
(5) admit a person as a general partner;
(6) admit a person as a limited partner unless the right so to do is given in the certificate; or
(7) continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right so to do is given in the certificate.