2018 Minnesota Statutes
Chapters 300 - 323A — BUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS
Chapter 323A — UNIFORM PARTNERSHIP ACT OF 1994
Section 323A.0914 — RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.

Universal Citation: MN Stat § 323A.0914 (2018)
323A.0914 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.

Subdivision 1. Personal liability of member. If a partner of a constituent, converting, or domesticating partnership has personal liability with respect to a surviving constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:

(1) the partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and

(2) the partner has consented to the provision of the partnership agreement.

Subd. 2. Consent. A member does not give the consent required by subdivision 1 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.

History: 2018 c 103 s 40

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