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Chapter 323A
Section 323A.0903
Topics
Recent History
- 2018 323A.0903 Amended 2018 c 103 s 34
- 2014 323A.0903 Amended 2014 c 283 s 3
This is an historical version of this statute chapter. Also view the most recent published version.
323A.0903 CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP.
(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the
terms and conditions of a conversion of a limited partnership to a partnership must be approved
by all of the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel
its certificate of limited partnership.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a general partner as a result of the conversion remains
liable only as a limited partner for an obligation incurred by the limited partnership before the
conversion takes effect. Except as otherwise provided in section 323A.0306, the partner is liable
as a general partner for an obligation of the partnership incurred after the conversion takes effect.
History: 1997 c 174 art 9 s 47
(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the
terms and conditions of a conversion of a limited partnership to a partnership must be approved
by all of the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel
its certificate of limited partnership.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a general partner as a result of the conversion remains
liable only as a limited partner for an obligation incurred by the limited partnership before the
conversion takes effect. Except as otherwise provided in section 323A.0306, the partner is liable
as a general partner for an obligation of the partnership incurred after the conversion takes effect.
History: 1997 c 174 art 9 s 47
Official Publication of the State of Minnesota
Revisor of Statutes