1997 Minnesota Statutes

     323.14 Nature of partner's liability. 

    Subdivision 1.    General rule.  Except as otherwise 
 provided in this section, all partners are liable: 

    (1) Jointly and severally for everything chargeable to the 
 partnership under sections 323.12 and 323.13; 

    (2) Jointly for all other debts and obligations of the 
 partnership; but any partner may enter into a separate 
 obligation to perform a partnership contract.  

    Subd. 2.    Limited liability partnership shield.  A 
 partner of a limited liability partnership is not, merely on 
 account of this status, personally liable for anything 
 chargeable to the partnership under sections 323.12 and 323.13, 
 or for any other debts or obligations of the limited liability 
 partnership, if the charge, debt, or obligation arose or accrued 
 while the partnership had a registration in effect under section 
 323.44.  This subdivision does not limit or impair the right of 
 the partnership or its partners to make claims against any 
 particular partner on the grounds that the particular partner: 

    (1) has, in its capacity as a partner, breached a duty to 
 the partnership or to the other partners; or 

    (2) is obligated to contribute so that partners share 
 losses of capital according to section 323.17 and share the 
 liabilities stated in section 323.39, clause (2), paragraphs (c) 
 and (d). 

    Subd. 3.    Piercing the veil.  (a) Except as provided 
 in paragraph (b), the case law that states the conditions and 
 circumstances under which the corporate veil of a corporation 
 may be pierced under Minnesota law also applies to limited 
 liability partnerships. 

    (b) The use of informal procedures or arrangements for 
 managing the limited liability partnership or conducting its 
 business is not a ground for piercing the veil of the limited 
 liability partnership. 

    Subd. 4.    Limited liability after dissolution.  (a) 
 Subject to section 323.44, subdivision 7, the limited liability 
 described in subdivisions 2 and 3 continues in full force for 
 the dissolved partnership regardless of any dissolution, winding 
 up, and termination of a limited liability partnership. 

    (b) If a limited liability partnership dissolves and its 
 business is continued by a successor general partnership under 
 section 323.37, then the limited liability described in 
 subdivisions 2 and 3 also applies to that successor partnership 
 until the expiration of the registration that the dissolved 
 partnership had in effect under section 323.44 at the moment of 
 dissolution.  The successor general partnership may at any time 
 file its own registration under section 323.44. 

    Subd. 5.    Liability of partners for illegal 
 distributions.  (a) A partner who receives a distribution from 
 a limited liability partnership that would have been in 
 violation of section 302A.551 had the limited liability 
 partnership been a corporation with a board of directors is 
 liable to the limited liability partnership, its receiver, or 
 other person winding up its affairs, but only to the extent that 
 the distribution received by the partner exceeded the amount 
 that properly could have been paid under section 302A.551. 

    (b) An action may not be commenced under this subdivision 
 more than two years from the date of the distribution. 

    Subd. 6.    When debts and obligations arise and accrue. 
  For the purposes of this section and section 323.16: 

    (a) All partnership debts and obligations under or relating 
 to a note, contract, or other agreement arise and accrue when 
 the note, contract, or other agreement is entered into. 

    (b) An amendment, modification, extension, or renewal of a 
 note, contract, or other agreement does not affect the time at 
 which a partnership debt or obligation under or relating to that 
 note, contract, or other agreement arises and accrues, even as 
 to a claim that relates to the subject matter of the amendment, 
 modification, extension, or renewal. 

    This subdivision does not affect any law, rule, or period 
 pertaining to any statute of limitations or statute of repose. 

    HIST: (7398) 1921 c 487 s 15; 1994 c 539 s 12; 1995 c 58 s 7; 
 1996 c 361 s 52