Minnesota Statutes
Chapter 323A — Uniform Partnership Act Of 1994
Section 323A.0601 — Events Causing Partner's Dissociation.

A partner is dissociated from a partnership upon the occurrence of any of the following events:
(1) the partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;
(2) an event agreed to in the partnership agreement as causing the partner's dissociation;
(3) the partner's expulsion pursuant to the partnership agreement;
(4) the partner's expulsion by the unanimous vote of the other partners if:
(i) it is unlawful to carry on the partnership business with that partner;
(ii) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed;
(iii) within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no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
(iv) a partnership that is a partner has been dissolved and its business is being wound up;
(5) on application by the partnership or another partner, the partner's expulsion by judicial determination because:
(i) the partner engaged in wrongful conduct that adversely and materially affected the partnership business;
(ii) the partner 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 323A.0404; or
(iii) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;
(6) the partner's:
(i) becoming a debtor in bankruptcy;
(ii) executing an assignment for the benefit of creditors;
(iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or
(iv) failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner'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 partner who is an individual:
(i) the partner's death;
(ii) the appointment of a guardian or general conservator for the partner; or
(iii) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;
(8) in the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;
(9) in the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or
(10) termination of a partner who is not an individual, partnership, corporation, trust, or estate.
1997 c 174 art 6 s 30

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 323A — Uniform Partnership Act Of 1994

Section 323A.0101 — Definitions.

Section 323A.0102 — Knowledge And Notice.

Section 323A.0103 — Effect Of Partnership Agreement; Nonwaivable Provisions.

Section 323A.0104 — Supplemental Principles Of Law.

Section 323A.0105 — Execution, Filing, And Recording Of Statements.

Section 323A.0106 — Governing Law.

Section 323A.0107 — Partnership Subject To Amendment Or Repeal Of Chapter.

Section 323A.0201 — Partnership As Entity.

Section 323A.0202 — Formation Of Partnership.

Section 323A.0203 — Partnership Property.

Section 323A.0204 — When Property Is Partnership Property.

Section 323A.0301 — Partner Agent Of Partnership.

Section 323A.0302 — Transfer Of Partnership Property.

Section 323A.0303 — Statement Of Partnership Authority.

Section 323A.0304 — Statement Of Denial.

Section 323A.0305 — Partnership Liable For Partner's Actionable Conduct.

Section 323A.0306 — Partner's Liability.

Section 323A.0307 — Actions By And Against Partnership And Partners.

Section 323A.0308 — Liability Of Purported Partner.

Section 323A.0401 — Partner's Rights And Duties.

Section 323A.0402 — Distributions In Kind.

Section 323A.0403 — Partner's Rights And Duties With Respect To Information.

Section 323A.0404 — General Standards Of Partner's Conduct.

Section 323A.0405 — Actions By Partnership And Partners.

Section 323A.0406 — Continuation Of Partnership Beyond Definite Term Or Particular Undertaking.

Section 323A.0501 — Partner Not Co-owner Of Partnership Property.

Section 323A.0502 — Partner's Transferable Interest In Partnership.

Section 323A.0503 — Transfer Of Partner's Transferable Interest.

Section 323A.0504 — Partner's Transferable Interest Subject To Charging Order.

Section 323A.0601 — Events Causing Partner's Dissociation.

Section 323A.0602 — Partner's Power To Dissociate; Wrongful Dissociation.

Section 323A.0603 — Effect Of Partner's Dissociation.

Section 323A.0701 — Purchase Of Dissociated Partner's Interest.

Section 323A.0702 — Dissociated Partner's Power To Bind And Liability To Partnership.

Section 323A.0703 — Dissociated Partner's Liability To Other Persons.

Section 323A.0704 — Statement Of Dissociation.

Section 323A.0705 — Continued Use Of Partnership Name.

Section 323A.0801 — Events Causing Dissolution And Winding Up Of Partnership Business.

Section 323A.0802 — Partnership Continues After Dissolution.

Section 323A.0803 — Right To Wind Up Partnership Business.

Section 323A.0804 — Partner's Power To Bind Partnership After Dissolution.

Section 323A.0805 — Statement Of Dissolution.

Section 323A.0806 — Partner's Liability To Other Partners After Dissolution.

Section 323A.0807 — Settlement Of Accounts And Contributions Among Partners.

Section 323A.0901 — Definitions.

Section 323A.0902 — Conversions.

Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.

Section 323A.0904 — Effect Of Conversion.

Section 323A.0905 — Merger Of Partnerships.

Section 323A.0906 — Effect Of Merger.

Section 323A.0907 — Statement Of Merger.

Section 323A.0910 — Domestication.

Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership.

Section 323A.0912 — Filings Required For Domestication; Effective Date.

Section 323A.0913 — Effect Of Domestication.

Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.

Section 323A.1001 — Statement Of Qualification.

Section 323A.1002 — Name.

Section 323A.1003 — Annual Renewal.

Section 323A.1004 — Revocation For Failure To Replace A Required Registered Agent.

Section 323A.1101 — Law Governing Foreign Limited Liability Partnership.

Section 323A.1102 — Statement Of Foreign Qualification.

Section 323A.1103 — Effect Of Failure To Qualify.

Section 323A.1104 — Activities Not Constituting Transacting Business.

Section 323A.1105 — Action By Attorney General.

Section 323A.1201 — Short Title.

Section 323A.1202 — Applicability.

Section 323A.1203 — Effect Of Designation.