Chapter 322 — Uniform Limited Partnership Act

322.01 Definition Defines a limited partnership as a partnership with one or more general partners who run the business and one or more … 322.02 Formation Sets out the requirements for forming a limited partnership, including signing and recording a certificate that lists … 322.03 Business Which May Be Carried on Allows a limited partnership to engage in any type of business that a regular partnership could carry on. 322.04 Character of Limited Partner's Contribution Limits what a limited partner may contribute to the partnership: cash or property only, not services. 322.05 Name Not to Contain Surname of Limited Partner Prohibits a limited partner's surname from appearing in the partnership name unless it is also a general partner's … 322.06 Liability for False Statements in Certificate Imposes liability on anyone who signs a partnership certificate containing a false statement, if they knew it was false … 322.07 Limited Partner Not Liable to Creditors Protects limited partners from personal liability for partnership debts, as long as they do not take part in controlling … 322.08 Admission of Additional Limited Partners Allows additional limited partners to join an existing limited partnership by filing an amendment to the original … 322.09 Rights, Powers, and Liabilities of a General Partner Gives general partners the same rights, powers, and liabilities as partners in an ordinary partnership, but restricts … 322.10 Rights of a Limited Partner Grants limited partners the right to inspect partnership books, obtain full information about partnership affairs, seek … 322.11 Status of Person Erroneously Believing to Be a Limited Partner Protects a person who mistakenly believes they became a limited partner from being treated as a general partner, … 322.12 One Person Both General and Limited Partner Allows the same person to serve as both a general partner and a limited partner simultaneously, with general partner … 322.13 Loans and Other Business Transactions With Limited Partner Allows limited partners to make loans and conduct other business with the partnership, sharing in assets with general … 322.14 Relation of Limited Partners Inter Se Permits limited partners to agree among themselves that some limited partners will have priority over others for return … 322.15 Compensation of Limited Partner Allows a limited partner to receive their agreed share of profits or income as stated in the partnership certificate, … 322.16 Withdrawal or Reduction of Limited Partner's Contribution Governs when and how a limited partner may withdraw or receive a return of their capital contribution, including … 322.17 Liability of Limited Partner to Partnership Makes limited partners liable to the partnership for any difference between their actual and stated contributions, for … 322.18 Nature of Limited Partner's Interest Classifies a limited partner's interest in the partnership as personal property rather than real property. 322.19 Assignment of Limited Partner's Interest Allows limited partners to assign their interest in the partnership, and provides that an assignee can become a … 322.20 Effect of Retirement, Death, or Insanity of a General Partner Provides that the retirement, death, or insanity of a general partner dissolves the limited partnership unless the … 322.21 Death of Limited Partner Gives the executor or administrator of a deceased limited partner all of the deceased partner's rights for settling the … 322.22 Rights of Creditors of Limited Partner Allows a judgment creditor of a limited partner to obtain a court order charging the partner's interest with payment of … 322.23 Distribution of Assets Establishes the priority order for paying partnership debts upon dissolution: outside creditors first, then limited … 322.24 When Certificate Shall Be Canceled or Amended Lists the events that require the partnership certificate to be canceled (dissolution or all limited partners leaving) … 322.25 Requirements for Amendment and for Cancellation of Certificate Sets out the procedures for amending or canceling a limited partnership certificate, including signature requirements, … 322.26 Parties to Actions Provides that a limited partner (or other non-general-partner contributor) generally may not be named as a party in … 322.27 Citation Provides that this chapter may be cited as the Uniform Limited Partnership Act. 322.28 Rules of Construction Establishes rules of construction for this chapter: strict construction rules for statutes in derogation of common law … 322.29 Rules for Cases Not Provided for Provides that for any situation not covered by this chapter, general principles of law, equity, and the law merchant … 322.30 Provisions for Existing Limited Partnerships Allows limited partnerships formed under older Minnesota law to transition to this chapter by filing a compliant … 322.31 Repeals Repeals the prior limited partnership statute (General Statutes 1913, chapter 57), except as it continues to apply to …