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.
322.19 ASSIGNMENT OF LIMITED PARTNER'S INTEREST.
A limited partner's interest is assignable.
A substituted limited partner is a person admitted to all the rights of a limited partner who
has died or has assigned an interest in a partnership.
An assignee, who does not become a substituted limited partner, has no right to require any
information or account of the partnership transactions or to inspect the partnership books, but,
rather is only entitled to receive the share of the profits or other compensation by way of income,
or the return of a contribution, to which the assignor would otherwise be entitled.
An assignee shall have the right to become a substituted limited partner if all the members,
except the assignor, consent thereto or if the assignor, being thereunto empowered by the
certificate, gives the assignee that right.
An assignee becomes a substituted limited partner when the certificate is appropriately
amended in accordance with section 322.25.
The substituted limited partner has all the rights and powers, and is subject to all the
restrictions and liabilities, of the assignor, except those liabilities of which the substitute was
ignorant at the time of becoming a limited partner and which could not be ascertained from
the certificate.
The substitution of the assignee as a limited partner does not release the assignor from
liability to the partnership under sections 322.06 and 322.17.
History: (7371) 1919 c 498 s 19; 1986 c 444
A limited partner's interest is assignable.
A substituted limited partner is a person admitted to all the rights of a limited partner who
has died or has assigned an interest in a partnership.
An assignee, who does not become a substituted limited partner, has no right to require any
information or account of the partnership transactions or to inspect the partnership books, but,
rather is only entitled to receive the share of the profits or other compensation by way of income,
or the return of a contribution, to which the assignor would otherwise be entitled.
An assignee shall have the right to become a substituted limited partner if all the members,
except the assignor, consent thereto or if the assignor, being thereunto empowered by the
certificate, gives the assignee that right.
An assignee becomes a substituted limited partner when the certificate is appropriately
amended in accordance with section 322.25.
The substituted limited partner has all the rights and powers, and is subject to all the
restrictions and liabilities, of the assignor, except those liabilities of which the substitute was
ignorant at the time of becoming a limited partner and which could not be ascertained from
the certificate.
The substitution of the assignee as a limited partner does not release the assignor from
liability to the partnership under sections 322.06 and 322.17.
History: (7371) 1919 c 498 s 19; 1986 c 444
Official Publication of the State of Minnesota
Revisor of Statutes