The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such.
A certificate shall be amended when:
(1) there is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;
(2) a person is substituted as a limited partner;
(3) an additional limited partner is admitted;
(4) a person is admitted as a general partner;
(5) a general partner retires, dies, or is adjudicated as a person who lacks mental capacity, and the business is continued under section 322.20;
(6) there is a change in the character of the business of the partnership;
(7) there is a false or erroneous statement in the certificate;
(8) there is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of the contribution;
(9) a time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate; or
(10) the members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.
(7376) 1919 c 498 s 24; 2013 c 59 art 3 s 5
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 322 — 1919 Uniform Limited Partnership Act
Section 322.03 — Business Which May Be Carried On.
Section 322.04 — Character Of Limited Partner's Contribution.
Section 322.05 — Name Not To Contain Surname Of Limited Partner.
Section 322.06 — Liability For False Statements In Certificate.
Section 322.07 — Limited Partner Not Liable To Creditors.
Section 322.08 — Admission Of Additional Limited Partners.
Section 322.09 — Rights, Powers, And Liabilities Of A General Partner.
Section 322.10 — Rights Of A Limited Partner.
Section 322.11 — Status Of Person Erroneously Believing To Be A Limited Partner.
Section 322.12 — One Person Both General And Limited Partner.
Section 322.13 — Loans And Other Business Transactions With Limited Partner.
Section 322.14 — Relation Of Limited Partners Inter Se.
Section 322.15 — Compensation Of Limited Partner.
Section 322.16 — Withdrawal Or Reduction Of Limited Partner's Contribution.
Section 322.17 — Liability Of Limited Partner To Partnership.
Section 322.18 — Nature Of Limited Partner's Interest.
Section 322.19 — Assignment Of Limited Partner's Interest.
Section 322.20 — Effect Of Retirement, Death, Or Insanity Of A General Partner.
Section 322.21 — Death Of Limited Partner.
Section 322.22 — Rights Of Creditors Of Limited Partner.
Section 322.23 — Distribution Of Assets.
Section 322.24 — When Certificate Shall Be Canceled Or Amended.
Section 322.25 — Requirements For Amendment And For Cancellation Of Certificate.
Section 322.26 — Parties To Actions.
Section 322.28 — Rules Of Construction.
Section 322.29 — Rules For Cases Not Provided For.
Section 322.30 — Provisions For Existing Limited Partnerships.