2006 Minnesota Statutes

321.1110 RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND
ON RELINQUISHING LLLP STATUS.
(a) If a partner of a converting or constituent limited partnership will have personal liability
with respect to a converted or surviving organization, approval and amendment of a plan of
conversion or merger are ineffective without the consent of the partner, unless:
(1) the limited partnership's partnership agreement provides for the approval of the
conversion or merger with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes a statement that the
limited partnership is a limited liability limited partnership is ineffective without the consent of
each general partner unless:
(1) the limited partnership's partnership agreement provides for the amendment with the
consent of less than all the general partners; and
(2) each general partner that does not consent to the amendment has consented to the
provision of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or (b) merely by
consenting to a provision of the partnership agreement which permits the partnership agreement
to be amended with the consent of fewer than all the partners.
History: 2004 c 199 art 11 s 96