{"data":{"id":"us-mn/minn.-stat.-321.0607","jurisdiction":"us-mn","citation":"Minn. Stat. § 321.0607","heading":"LIABILITY TO OTHER PERSONS OF PERSON DISSOCIATED AS GENERAL PARTNER.","body":"(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.\n(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.\n(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:\n(1) a general partner would be liable on the transaction; and\n(2) at the time the other party enters into the transaction:\n(A) less than two years has passed since the dissociation; and\n(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.\n(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.\n(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.","path":["BUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS","CHAPTER 321. UNIFORM LIMITED PARTNERSHIP ACT 2001","ARTICLE 6 DISSOCIATION"],"source_url":"https://www.revisor.mn.gov/statutes/cite/321.0607","current_through":"2025 Minnesota Statutes","vintage":"","retrieved_at":"2026-09-02T22:10:42Z","sha256":"bbe52da3798ff5cd0dfbf97db7829068ba9a6b95e8921995da1571b7a82e1664","source_id":"us-mn","stale":false,"prev":"us-mn/minn.-stat.-321.0606","next":"us-mn/minn.-stat.-321.0701"},"notice":"GroundRules: Original legal text. Not legal advice."}