Minnesota Legislature
Office of the Revisor of Statutes
2007 Minnesota Statutes
This is an historical version of this statute chapter. Also view the most recent published version.
323A.0802 PARTNERSHIP CONTINUES AFTER DISSOLUTION.
(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose
of winding up its business. The partnership is terminated when the winding up of its business is
completed.
(b) At any time after the dissolution of a partnership and before the winding up of its business
is completed, all of the partners, including any dissociating partner other than a wrongfully
dissociating partner, may waive the right to have the partnership's business wound up and the
partnership terminated. In that event:
(1) the partnership resumes carrying on its business as if dissolution had never occurred, and
any liability incurred by the partnership or a partner after the dissolution and before the waiver is
determined as if dissolution had never occurred; and
(2) the rights of a third party accruing under section 323A.0804(1), or arising out of conduct
in reliance on the dissolution before the third party knew or received a notification of the waiver
may not be adversely affected.
History: 1997 c 174 art 8 s 39
(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose
of winding up its business. The partnership is terminated when the winding up of its business is
completed.
(b) At any time after the dissolution of a partnership and before the winding up of its business
is completed, all of the partners, including any dissociating partner other than a wrongfully
dissociating partner, may waive the right to have the partnership's business wound up and the
partnership terminated. In that event:
(1) the partnership resumes carrying on its business as if dissolution had never occurred, and
any liability incurred by the partnership or a partner after the dissolution and before the waiver is
determined as if dissolution had never occurred; and
(2) the rights of a third party accruing under section 323A.0804(1), or arising out of conduct
in reliance on the dissolution before the third party knew or received a notification of the waiver
may not be adversely affected.
History: 1997 c 174 art 8 s 39
Official Publication of the State of Minnesota
Revisor of Statutes