{"data":{"id":"us-mn/minn.-stat.-321.1119","jurisdiction":"us-mn","citation":"Minn. Stat. § 321.1119","heading":"RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.","body":"Subdivision 1. Personal liability of partner.\nIf a partner of a constituent, converting, or domesticating limited partnership will have 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 partner, unless:\n(1) the organization's certificate of limited partnership or partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and\n(2) the partner has consented to the provision of the certificate of limited partnership or the partnership agreement.\nSubd. 2. Consent.\nA partner 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.","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/321.1119","current_through":"2025 Minnesota Statutes","vintage":"","retrieved_at":"2026-09-02T22:10:42Z","sha256":"3d4291a5ec99092db4b844b0252b5224f4aa9203516b91b501423e2216ed40ab","source_id":"us-mn","stale":false,"prev":"us-mn/minn.-stat.-321.1118","next":"us-mn/minn.-stat.-321.1201"},"notice":"GroundRules: Original legal text. Not legal advice."}