2006 Minnesota Statutes

323A.0401 PARTNER'S RIGHTS AND DUTIES.
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the value of any other property, net of
the amount of any liabilities, the partner contributes to the partnership and the partner's share of
the partnership profits; and
(2) charged with an amount equal to the money plus the value of any other property, net of
the amount of any liabilities, distributed by the partnership to the partner and the partner's share of
the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with
a share of the partnership losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for
liabilities incurred by the partner in the ordinary course of the business of the partnership or for
the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the
amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation
under subsection (c) or (d) constitutes a loan to the partnership which accrues interest from
the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except
for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership
may be decided by a majority of the partners. An act outside the ordinary course of business of
a partnership and an amendment to the partnership agreement may be undertaken only with
the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under
section 323A.0301.
History: 1997 c 174 art 4 s 20