Minnesota Session Laws - 1984, Regular Session

  

                         Laws of Minnesota 1984 

                        CHAPTER 448-H.F.No. 1058
           An act relating to limited partnerships; providing for 
          withdrawals of certain partners; providing for 
          liabilities of partners; amending Minnesota Statutes 
          1982, sections 322A.27; and 322A.33. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1982, section 322A.27, is 
amended to read: 
    322A.27 [PERSON ERRONEOUSLY BELIEVING HIMSELF LIMITED 
PARTNER.] 
    (a) Except as provided in subsection (b), a person who 
makes a contribution to a business enterprise and erroneously 
but in good faith believes that he has become a limited partner 
in the enterprise is not a general partner in the enterprise and 
is not bound by its obligations by reason of making the 
contribution, receiving distributions from the enterprise, or 
exercising any rights of a limited partner, if, on ascertaining 
the mistake, he: 
    (1) causes an appropriate certificate of limited 
partnership or a certificate of amendment to be executed and 
filed; or 
    (2) withdraws from future equity participation in the 
enterprise by executing and filing in the office of the 
secretary of state a certificate declaring withdrawal under this 
section. 
    (b) A person who makes a contribution of the kind described 
in subsection (a) is liable as a general partner to any third 
party who transacts business with the enterprise (i) before the 
person withdraws and an appropriate certificate is filed to show 
withdrawal, or (ii) before an appropriate certificate is filed 
to show his status as a limited partner and, in the case of an 
amendment, after expiration of the 30-day period for filing an 
amendment relating to the person as a limited partner under 
section 322A.12, but in either case only if the third party 
actually believed in good faith that the person was a general 
partner at the time of the transaction. 
     Sec. 2.  Minnesota Statutes 1982, section 322A.33, is 
amended to read: 
    322A.33 [GENERAL POWERS AND LIABILITIES.] 
    (a) Except as provided in sections 322A.01 to 322A.87 or in 
the partnership agreement, a general partner of a limited 
partnership has the rights and powers and is subject to the 
restrictions and liabilities of a partner in a partnership 
without limited partners. 
    (b) Except as provided in sections 322A.01 to 322A.87, a 
general partner of a limited partnership has the liabilities of 
a partner in a partnership without limited partners to persons 
other than the other partners and the partnership.  Except as 
provided in sections 322A.01 to 322A.87 or in the partnership 
agreement, a general partner of a limited partnership has the 
liabilities of a partner in a partnership without limited 
partners to the partnership and to the other partners. 
    Approved April 23, 1984