{"data":{"id":"us-mn/minn.-stat.-321.1112","jurisdiction":"us-mn","citation":"Minn. Stat. § 321.1112","heading":"POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER.","body":"(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:\n(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 321.0402; and\n(2) at the time the third party enters into the transaction, the third party:\n(A) does not have notice of the conversion or merger; and\n(B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.\n(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:\n(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 321.0402 if the person had been a general partner; and\n(2) at the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:\n(A) does not have notice of the dissociation;\n(B) does not have notice of the conversion or merger; and\n(C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.\n(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:\n(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and\n(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.","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/321.1112","current_through":"2025 Minnesota Statutes","vintage":"","retrieved_at":"2026-09-02T22:10:42Z","sha256":"926f0681adf91f54667ebf38b0ef5b284e7287779ea4cb6db7616aff58c39e99","source_id":"us-mn","stale":false,"prev":"us-mn/minn.-stat.-321.1111","next":"us-mn/minn.-stat.-321.1113"},"notice":"GroundRules: Original legal text. Not legal advice."}