reglab/housing_qa huggingface dataset:
MN Stat § 321.0408 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0408 — General Standards Of General Partner's Conduct.

321.0408 GENERAL STANDARDS OF GENERAL PARTNER'S CONDUCT. (a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c). (b) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: (1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and (3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities. (c) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interest. History:   2004 c 199 art 4 s 41
MN Stat § 321.0409 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0409 — Transfer Of Partnership Property.

321.0409 TRANSFER OF PARTNERSHIP PROPERTY. (a) Subject to the effect of a notification effective under section 321.0103(d) and (i), property held in the name of a limited partnership may be transferred by an instrument of transfer executed by a general partner in the limited partnership name. (b) Where a transfer has been made to an initial transferee through an instrument of transfer effective under subsection (a), a limited partnership may recover the transferred limited partnership property from a transferee only if: (1) the limited partnership proves that execution of the instrument of initial transfer did not bind the partnership under section 321.0402; and (2) as to a subsequent transferee who gave value for the property, the limited partnership proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property. (d) This section does not affect the power of a person dissociated as a general partner to bind a limited partnership under sections 321.0606(a) and 321.0804(b). History:   2004 c 199 art 4 s 42
MN Stat § 321.0501 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0501 — Form Of Contribution.

321.0501 FORM OF CONTRIBUTION. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed. History:   2004 c 199 art 5 s 43
MN Stat § 321.0502 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0502 — Liability For Contribution.

321.0502 LIABILITY FOR CONTRIBUTION. (a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (b) If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made. (c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation. History:   2004 c 199 art 5 s 44
MN Stat § 321.0503 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0503 — Sharing Of Distributions.

321.0503 SHARING OF DISTRIBUTIONS. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. History:   2004 c 199 art 5 s 45
MN Stat § 321.0504 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0504 — Interim Distributions.

321.0504 INTERIM DISTRIBUTIONS. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. History:   2004 c 199 art 5 s 46
MN Stat § 321.0505 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0505 — No Distribution On Account Of Dissociation.

321.0505 NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION. A person does not have a right to receive a distribution on account of dissociation. History:   2004 c 199 art 5 s 47
MN Stat § 321.0506 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0506 — Distribution In Kind.

321.0506 DISTRIBUTION IN KIND. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 321.0812(b), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions. History:   2004 c 199 art 5 s 48
MN Stat § 321.0507 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0507 — Right To Distribution.

321.0507 RIGHT TO DISTRIBUTION. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made. History:   2004 c 199 art 5 s 49
MN Stat § 321.0508 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0508 — Limitations On Distribution.

321.0508 LIMITATIONS ON DISTRIBUTION. (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution. (c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (d) Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within 120 days after that date; or (B) the payment is made, if payment occurs more than 120 days after the distribution is authorized. (e) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors. (f) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section. (g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. History:   2004 c 199 art 5 s 50
MN Stat § 321.0509 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0509 — Liability For Improper Distributions.

321.0509 LIABILITY FOR IMPROPER DISTRIBUTIONS. (a) A general partner that consents to a distribution made in violation of section 321.0508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with section 321.0408. (b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 321.0508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 321.0508. (c) A general partner against which an action is commenced under subsection (a) may: (1) implead in the action any other person that is liable under subsection (a) and compel contribution from the person; and (2) implead in the action any person that received a distribution in violation of subsection (b) and compel contribution from the person in the amount the person received in violation of subsection (b). (d) An action under this section is barred if it is not commenced within two years after the distribution. History:   2004 c 199 art 5 s 51
MN Stat § 321.0602 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0602 — Effect Of Dissociation As Limited Partner.

321.0602 EFFECT OF DISSOCIATION AS LIMITED PARTNER. (a) Upon a person's dissociation as a limited partner: (1) subject to section 321.0704, the person does not have further rights as a limited partner; (2) the person's obligation of good faith and fair dealing as a limited partner under section 321.0305(b) continues only as to matters arising and events occurring before the dissociation; and (3) subject to section 321.0704 and article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee. (b) A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner. History:   2004 c 199 art 6 s 53
MN Stat § 321.0604 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0604 — Person's Power To Dissociate As General Partner; Wrongful Dissociation.

321.0604 PERSON'S POWER TO DISSOCIATE AS GENERAL PARTNER; WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 321.0603(1). (b) A person's dissociation as a general partner is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) it occurs before the termination of the limited partnership, and: (A) the person withdraws as a general partner by express will; (B) the person is expelled as a general partner by judicial determination under section 321.0603(5); (C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 321.1001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners. History:   2004 c 199 art 6 s 55
MN Stat § 321.0605 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0605 — Effect Of Dissociation As General Partner.

321.0605 EFFECT OF DISSOCIATION AS GENERAL PARTNER. (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (2) the person's duty of loyalty as a general partner under section 321.0408(b)(3) terminates; (3) the person's duty of loyalty as a general partner under section 321.0408(b)(1) and (2) and duty of care under section 321.0408(c) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner; (4) the person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and (5) subject to section 321.0704 and article 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee. (b) A person's dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner. History:   2004 c 199 art 6 s 56
MN Stat § 321.0606 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0606 — Power To Bind And Liability To Limited Partnership Before Dissolution Of Partnership Of Person Dissociated As General Partner.

321.0606 POWER TO BIND AND LIABILITY TO LIMITED PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11, or merged out of existence under article 11, the limited partnership is bound by an act of the person if: (1) the act would have bound the limited partnership under section 321.0402 before the dissociation; and (2) at the time the other party enters into the transaction: (A) less than two years has passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. History:   2004 c 199 art 6 s 57
MN Stat § 321.0607 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0607 — Liability To Other Persons Of Person Dissociated As General Partner.

321.0607 LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER. (a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's obligation incurred after dissociation. (b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under section 321.0404 on an obligation incurred by the limited partnership under section 321.0804. (c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) a general partner would be liable on the transaction; and (2) at the time the other party enters into the transaction: (A) less than two years has passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. (e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation. History:   2004 c 199 art 6 s 58
MN Stat § 321.0701 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0701 — Partner's Transferable Interest.

321.0701 PARTNER'S TRANSFERABLE INTEREST. The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property. History:   2004 c 199 art 7 s 59
MN Stat § 321.0702 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0702 — Transfer Of Partner's Transferable Interest.

321.0702 TRANSFER OF PARTNER'S TRANSFERABLE INTEREST. (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and (3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership's other records. (b) A transferee has a right to receive, in accordance with the transfer: (1) distributions to which the transferor would otherwise be entitled; and (2) upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor. (c) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution. (d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner. (e) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer. (f) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under sections 321.0502 and 321.0509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner. History:   2004 c 199 art 7 s 60