(a) Upon a person‘s dissociation as a limited partner:

Terms Used In Minnesota Statutes 321.0602

  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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.
  • Person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Minnesota Statutes 645.44

(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.