2007 Minnesota Statutes

321.0404 GENERAL PARTNER'S LIABILITY.
(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable
jointly and severally for all obligations of the limited partnership unless otherwise agreed by the
claimant or provided by law.
(b) A person that becomes a general partner of an existing limited partnership is not
personally liable for an obligation of a limited partnership incurred before the person became a
general partner.
(c) An obligation of a limited partnership incurred while the limited partnership is a limited
liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation
of the limited partnership. A general partner is not personally liable, directly or indirectly, by way
of contribution or otherwise, for such an obligation solely by reason of being or acting as a general
partner. This subsection applies despite anything inconsistent in the partnership agreement that
existed immediately before the consent required to become a limited liability limited partnership
under section 321.0406(b)(2).
History: 2004 c 199 art 4 s 37