Minnesota Statutes 322.09 – Rights, Powers, and Liabilities of a General Partner
A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to
Terms Used In Minnesota Statutes 322.09
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Minnesota Statutes 645.44
(1) do any act in contravention of the certificate;
(2) do any act which would make it impossible to carry on the ordinary business of the partnership;
(3) confess a judgment against the partnership;
(4) possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;
(5) admit a person as a general partner;
(6) admit a person as a limited partner unless the right so to do is given in the certificate; or
(7) continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right so to do is given in the certificate.