{"data":{"id":"us-mn/minn.-stat.-321.0803","jurisdiction":"us-mn","citation":"Minn. Stat. § 321.0803","heading":"WINDING UP.","body":"(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.\n(b) In winding up its activities, the limited partnership:\n(1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 321.0203, and perform other necessary acts; and\n(2) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.\n(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:\n(1) has the powers of a general partner under section 321.0804; and\n(2) shall promptly amend the certificate of limited partnership to state:\n(A) that the limited partnership does not have a general partner;\n(B) the name of the person that has been appointed to wind up the limited partnership; and\n(C) the street and mailing address of the person.\n(d) On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:\n(1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or\n(2) the applicant establishes other good cause.","path":["BUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS","CHAPTER 321. UNIFORM LIMITED PARTNERSHIP ACT 2001","ARTICLE 8 DISSOLUTION"],"source_url":"https://www.revisor.mn.gov/statutes/cite/321.0803","current_through":"2025 Minnesota Statutes","vintage":"","retrieved_at":"2026-09-02T22:10:42Z","sha256":"d2dd5da15ae2f48b5a5d5d2a3a87f34456c3b51492bb7e49183352e84689fa67","source_id":"us-mn","stale":false,"prev":"us-mn/minn.-stat.-321.0802","next":"us-mn/minn.-stat.-321.0804"},"notice":"GroundRules: Original legal text. Not legal advice."}