(a) Subject to section 321.1110, a plan of conversion must be consented to by all the partners of a converting limited partnership.
(b) Subject to section 321.1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under section 321.1104, a converting limited partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and
(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
Official Publication of the State of Minnesota
Revisor of Statutes