2001 Minnesota Statutes

     323.17 Rights and duties of partners. 

    The rights and duties of the partners in relation to the 
 partnership shall be determined, subject to any agreement 
 between them, by the following rules: 

    (1) Except as provided in section 323.14, subdivision 2, 
 each partner shall be repaid contributions, whether by way of 
 capital or advances to the partnership property and share 
 equally in the profits and surplus remaining after all 
 liabilities, including those to partners, are satisfied; and 
 must contribute towards the losses, whether of capital or 
 otherwise, sustained by the partnership according to each 
 partner's share in the profits; 

    (2) The partnership must indemnify every partner in respect 
 of payments made and personal liabilities reasonably incurred by 
 that partner in the ordinary and proper conduct of its business, 
 or for the preservation of its business or property; 

    (3) A partner, who in aid of the partnership makes any 
 payment or advance beyond the amount of capital which the 
 partner agreed to contribute, shall be paid interest from the 
 date of the payment or advance; 

    (4) A partner shall receive interest on the capital 
 contributed only from the date when repayment should be made; 

    (5) All partners have equal rights in the management and 
 conduct of the partnership business; 

    (6) No partner is entitled to remuneration for acting in 
 the partnership business, except that a surviving partner is 
 entitled to reasonable compensation for services in winding up 
 the partnership affairs; 

    (7) No person can become a member of a partnership without 
 the consent of all the partners; 

    (8) Any difference arising as to ordinary matters connected 
 with the partnership business may be decided by a majority of 
 the partners; but no act in contravention of any agreement 
 between the partners may be done rightfully without the consent 
 of all the partners. 

    HIST: (7401) 1921 c 487 s 18; 1986 c 444; 1994 c 539 s 13 

*   NOTE:  This section is repealed by Laws 1997, chapter 174, 
*article 12, section 68, as amended by Laws 1998, chapter 262, 
*section 12, effective January 1, 2002.