{"data":{"id":"us-mn/minn.-stat.-321.1110","jurisdiction":"us-mn","citation":"Minn. Stat. § 321.1110","heading":"RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.","body":"(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:\n(1) the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and\n(2) the partner has consented to the provision of the partnership agreement.\n(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:\n(1) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and\n(2) each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.\n(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.","path":["BUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS","CHAPTER 321. UNIFORM LIMITED PARTNERSHIP ACT 2001","ARTICLE 11 CONVERSION AND MERGER"],"source_url":"https://www.revisor.mn.gov/statutes/cite/321.1110","current_through":"2025 Minnesota Statutes","vintage":"","retrieved_at":"2026-09-02T22:10:42Z","sha256":"4b0e39669c7ad9096842b1ea2b7b1694c974b01afcd508cd6a2285aeec0e0272","source_id":"us-mn","stale":false,"prev":"us-mn/minn.-stat.-321.1109","next":"us-mn/minn.-stat.-321.1111"},"notice":"GroundRules: Original legal text. Not legal advice."}