(a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(b) Any surplus remaining after the limited partnership complies with subsection (a) must be paid in cash as a distribution.
(c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was neither a limited liability limited partnership nor a limited partnership that is a limited liability limited partnership under chapter 322A, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 321.0607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.
(d) A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(e) The estate of a deceased individual is liable for the person's obligations under this section.
(f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (c).
2004 c 199 art 8 s 73
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.