A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:
(1) the limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person;
(2) an event agreed to in the partnership agreement as causing the person's dissociation as a general partner;
(3) the person's expulsion as a general partner pursuant to the partnership agreement;
(4) the person's expulsion as a general partner by the unanimous consent of the other partners if:
(A) it is unlawful to carry on the limited partnership's activities with the person as a general partner;
(B) there has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed;
(C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
(D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up;
(5) on application by the limited partnership, the person's expulsion as a general partner by judicial determination because:
(A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;
(B) the person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 321.0408; or
(C) the person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;
(6) the person's:
(A) becoming a debtor in bankruptcy;
(B) execution of an assignment for the benefit of creditors;
(C) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or
(D) failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;
(7) in the case of a person who is an individual:
(A) the person's death;
(B) the appointment of a guardian or general conservator for the person; or
(C) a judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement;
(8) in the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
(9) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
(10) termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or
(11) the limited partnership's participation in a conversion or merger under article 11, if the limited partnership:
(A) is not the converted or surviving entity; or
(B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.
2004 c 199 art 6 s 54
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 321 — Uniform Limited Partnership Act 2001
Section 321.0101 — Short Title.
Section 321.0102 — Definitions.
Section 321.0103 — Knowledge And Notice.
Section 321.0104 — Nature, Purpose, And Duration Of Entity.
Section 321.0106 — Governing Law.
Section 321.0107 — Supplemental Principles Of Law; Rate Of Interest.
Section 321.0109 — Reservation Of Name.
Section 321.0110 — Effect Of Partnership Agreement; Nonwaivable Provisions.
Section 321.0111 — Required Information.
Section 321.0112 — Business Transactions Of Partner With Partnership.
Section 321.0113 — Dual Capacity.
Section 321.0114 — Office And Agent For Service Of Process.
Section 321.0115 — Change Of Designated Office Or Agent For Service Of Process.
Section 321.0116 — Resignation Of Agent For Service Of Process.
Section 321.0117 — Service Of Process.
Section 321.0118 — Consent And Proxies Of Partners.
Section 321.0201 — Formation Of Limited Partnership; Certificate Of Limited Partnership.
Section 321.0202 — Amendment Or Restatement Of Certificate.
Section 321.0203 — Statement Of Termination.
Section 321.0204 — Signing Of Records.
Section 321.0205 — Signing And Filing Pursuant To Judicial Order.
Section 321.0206 — Delivery To And Filing Of Records By Secretary Of State; Effective Time And Date.
Section 321.0207 — Correcting Filed Record.
Section 321.0208 — Liability For False Information In Filed Record.
Section 321.0210 — Annual Renewal For Secretary Of State.
Section 321.0301 — Becoming Limited Partner.
Section 321.0302 — No Right Or Power As Limited Partner To Bind Limited Partnership.
Section 321.0303 — No Liability As Limited Partner For Limited Partnership Obligations.
Section 321.0304 — Right Of Limited Partner And Former Limited Partner To Information.
Section 321.0305 — Limited Duties Of Limited Partners.
Section 321.0306 — Person Erroneously Believing Self To Be Limited Partner.
Section 321.0401 — Becoming General Partner.
Section 321.0402 — General Partner Agent Of Limited Partnership.
Section 321.0403 — Limited Partnership Liable For General Partner's Actionable Conduct.
Section 321.0404 — General Partner's Liability.
Section 321.0405 — Actions By And Against Partnership And Partners.
Section 321.0406 — Management Rights Of General Partner.
Section 321.0407 — Right Of General Partner And Former General Partner To Information.
Section 321.0408 — General Standards Of General Partner's Conduct.
Section 321.0409 — Transfer Of Partnership Property.
Section 321.0501 — Form Of Contribution.
Section 321.0502 — Liability For Contribution.
Section 321.0503 — Sharing Of Distributions.
Section 321.0504 — Interim Distributions.
Section 321.0505 — No Distribution On Account Of Dissociation.
Section 321.0506 — Distribution In Kind.
Section 321.0507 — Right To Distribution.
Section 321.0508 — Limitations On Distribution.
Section 321.0509 — Liability For Improper Distributions.
Section 321.0601 — Dissociation As Limited Partner.
Section 321.0602 — Effect Of Dissociation As Limited Partner.
Section 321.0603 — Dissociation As General Partner.
Section 321.0604 — Person's Power To Dissociate As General Partner; Wrongful Dissociation.
Section 321.0605 — Effect Of Dissociation As General Partner.
Section 321.0607 — Liability To Other Persons Of Person Dissociated As General Partner.
Section 321.0701 — Partner's Transferable Interest.
Section 321.0702 — Transfer Of Partner's Transferable Interest.
Section 321.0703 — Rights Of Creditor Of Partner Or Transferee.
Section 321.0704 — Power Of Estate Of Deceased Partner.
Section 321.0801 — Nonjudicial Dissolution.
Section 321.0802 — Judicial Dissolution.
Section 321.0803 — Winding Up.
Section 321.0806 — Known Claims Against Dissolved Limited Partnership.
Section 321.0807 — Other Claims Against Dissolved Limited Partnerships.
Section 321.0809 — Administrative Dissolution.
Section 321.0810 — Reinstatement Following Administrative Dissolution Or Revocation.
Section 321.0812 — Disposition Of Assets; When Contributions Required.
Section 321.0901 — Governing Law.
Section 321.0902 — Application For Certificate Of Authority.
Section 321.0903 — Activities Not Constituting Transacting Business.
Section 321.0904 — Filing Of Certificate Of Authority.
Section 321.0905 — Alternate Name; Noncomplying Name Of Foreign Limited Partnership.
Section 321.0906 — Revocation Of Certificate Of Authority.
Section 321.0907 — Cancellation Of Certificate Of Authority; Effect Of Failure To Have Certificate.
Section 321.0908 — Action By Attorney General.
Section 321.0909 — Name Changes Filed In Home State.
Section 321.1001 — Direct Action By Partner.
Section 321.1002 — Derivative Action.
Section 321.1003 — Proper Plaintiff.
Section 321.1005 — Proceeds And Expenses.
Section 321.1101 — Definitions.
Section 321.1102 — Conversion.
Section 321.1103 — Action On Plan Of Conversion By Converting Limited Partnership.
Section 321.1104 — Filings Required For Conversion; Effective Date.
Section 321.1105 — Effect Of Conversion.
Section 321.1107 — Action On Plan Of Merger By Constituent Limited Partnership.
Section 321.1108 — Filings Required For Merger; Effective Date.
Section 321.1109 — Effect Of Merger.
Section 321.1111 — Liability Of General Partner After Conversion Or Merger.
Section 321.1113 — Chapter Not Exclusive.
Section 321.1114 — Conflict Relating To Merger Or Conversion.
Section 321.1115 — Domestication.
Section 321.1116 — Action On Plan Of Domestication By Domesticating Limited Partnership.
Section 321.1117 — Filings Required For Domestication; Effective Date.
Section 321.1118 — Effect Of Domestication.
Section 321.1119 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.
Section 321.1201 — Uniformity Of Application And Construction.
Section 321.1202 — Severability Clause.
Section 321.1203 — Relation To Electronic Signatures In Global And National Commerce Act.
Section 321.1206 — Application To Existing Relationships.