2007 Minnesota Statutes

323A.0306 PARTNER'S LIABILITY.
(a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly
and severally for all obligations of the partnership unless otherwise agreed by the claimant or
provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any
partnership obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability
partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the
partnership. A partner is not personally liable, directly or indirectly, by way of contribution
or otherwise, for such an obligation solely by reason of being or so acting as a partner. This
subsection applies notwithstanding anything inconsistent in the partnership agreement that existed
immediately before the vote required to become a limited liability partnership under section
323A.1001(b).
(d) For the purposes of this section:
(1) All partnership debts and obligations under or relating to a note, contract, or other
agreement are incurred when the note, contract, or other agreement is entered into.
(2) 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 is incurred, even as to a claim that relates to the subject
matter of the amendment, modification, extension, or renewal.
This subsection does not affect any law, rule, or period pertaining to any statute of limitations
or statute of repose.
History: 1997 c 174 art 3 s 17; 1998 c 262 s 4