Minnesota Legislature
Office of the Revisor of Statutes
2006 Minnesota Statutes
This is an historical version of this statute chapter. Also view the most recent published version.
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
(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.
History: (7361) 1919 c 498 s 9
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
(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.
History: (7361) 1919 c 498 s 9
Official Publication of the State of Minnesota
Revisor of Statutes