Minnesota Statutes 322.17 – Liability of Limited Partner to Partnership
Subdivision 1.Liability.
A limited partner is liable to the partnership
Terms Used In Minnesota Statutes 322.17
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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.
- Trustee: A person or institution holding and administering property in trust.
(1) for the difference between contribution as actually made and that stated in the certificate as having been made, and
(2) for any unpaid contribution which the limited partner agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.
Subd. 2.Holding as trustee.
A limited partner holds as trustee for the partnership
(1) specific property stated in the certificate as contributed by that partner but which was not contributed or which has been wrongfully returned, and
(2) money or other property wrongfully paid or conveyed to that partner on account of a contribution.
Subd. 3.Waiver or compromise.
The liabilities of a limited partner, as set forth in this section, can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.
Subd. 4.Discharge of liabilities.
When a contributor has rightfully received the return, in whole or in part, of a capital contribution, the contributor is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.