2006 Minnesota Statutes

321.0812 DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED.
(a) In winding up a limited partnership's activities, the assets of the limited partnership,
including the contributions required by this section, must be applied to satisfy the limited
partnership's obligations to creditors, including, to the extent permitted by law, partners that are
creditors.
(b) Any surplus remaining after the limited partnership complies with subsection (a) must be
paid in cash as a distribution.
(c) If a limited partnership's assets are insufficient to satisfy all of its obligations under
subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership
was neither a limited liability limited partnership nor a limited partnership that is a limited liability
limited partnership under chapter 322A, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has
not been released from the obligation under section 321.0607 shall contribute to the limited
partnership for the purpose of enabling the limited partnership to satisfy the obligation. The
contribution due from each of those persons is in proportion to the right to receive distributions in
the capacity of general partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under paragraph (1) with respect
to an unsatisfied obligation of the limited partnership, the other persons required to contribute
by paragraph (1) on account of the obligation shall contribute the additional amount necessary
to discharge the obligation. The additional contribution due from each of those other persons is
in proportion to the right to receive distributions in the capacity of general partner in effect for
each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by paragraph (2), further
additional contributions are determined and due in the same manner as provided in that paragraph.
(d) A person that makes an additional contribution under subsection (c)(2) or (3) may
recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated
the additional contribution. A person may not recover under this subsection more than the amount
additionally contributed. A person's liability under this subsection may not exceed the amount the
person failed to contribute.
(e) The estate of a deceased individual is liable for the person's obligations under this section.
(f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person
appointed by a court to represent creditors of a limited partnership or a partner, may enforce a
person's obligation to contribute under subsection (c).
History: 2004 c 199 art 8 s 73