2018 Minnesota Statutes

323A.0914 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.

Subdivision 1.Personal liability of member.

If a partner of a constituent, converting, or domesticating partnership has personal liability with respect to a surviving constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:

(1) the partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and

(2) the partner has consented to the provision of the partnership agreement.

Subd. 2.Consent.

A member does not give the consent required by subdivision 1 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.

History:

2018 c 103 s 40

NOTE: This chapter was formerly codified as sections 323A.1-01 to 323A.12-03. See Minnesota Statutes 2002. The chapter was recodified in 2004 as sections 323A.0101 to 323A.1203. The recodification is arranged in the same sequence as the original codification.