Section 323A.0804 — Partner’s Power To Bind Partnership After Dissolution.
323A.0804 PARTNER’S POWER TO BIND PARTNERSHIP AFTER DISSOLUTION. Subject to section 323A.0805, a partnership is bound by a partner’s act after dissolution that: (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under section 323A.0301 before dissolution, if the other party to the transaction did not have notice […]
Section 323A.0805 — Statement Of Dissolution.
323A.0805 STATEMENT OF DISSOLUTION. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of […]
Section 323A.0806 — Partner’s Liability To Other Partners After Dissolution.
323A.0806 PARTNER’S LIABILITY TO OTHER PARTNERS AFTER DISSOLUTION. (a) Except as otherwise provided in subsection (b) and section 323A.0306, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under section 323A.0804. (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under […]
Section 323A.0807 — Settlement Of Accounts And Contributions Among Partners.
323A.0807 SETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS. (a) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied […]
Section 323A.0901 — Definitions.
323A.0901 DEFINITIONS. In sections 323A.0901 to 323A.0914: (1) “General partner” means a partner in a partnership and a general partner in a limited partnership. (2) “Limited partner” means a limited partner in a limited partnership. (3) “Limited partnership” means a limited partnership created under chapter 321, predecessor law, or comparable law of another jurisdiction. (4) […]
Section 323A.0902 — Conversions.
323A.0902 CONVERSIONS. Subdivision 1. Conversion requirements. Pursuant to this section, sections 323A.0905 to 323A.0907, and a plan of conversion, an organization other than a partnership, a foreign partnership, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose may convert to a partnership, and a partnership may convert to an organization […]
Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.
323A.0903 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME. Subdivision 1. Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting partnership, the converting partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, […]
Section 323A.0904 — Effect Of Conversion.
323A.0904 EFFECT OF CONVERSION. Subdivision 1. Same entity. An organization that has been converted pursuant to this section and sections 323A.0902 and 323A.0903 is for all purposes the same entity that existed before the conversion. Subd. 2. Effect on converting organization. When a conversion takes effect: (1) all property owned by the converting organization remains […]
Section 323A.0905 — Merger Of Partnerships.
323A.0905 MERGER OF PARTNERSHIPS. (a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships. (b) The plan of merger must set forth: (1) the name of each partnership or limited partnership that is a party to the merger; (2) […]
Section 323A.0705 — Continued Use Of Partnership Name.
323A.0705 CONTINUED USE OF PARTNERSHIP NAME. Continued use of a partnership name, or a dissociated partner’s name as part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. History: 1997 c 174 art 7 […]