Minnesota § 321.0405 - ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS
Full text of Minnesota Minnesota Statutes § 321.0405 — ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS, with citation guidance and answers to common questions.
§ 321.0405. ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS
(a) To the extent not inconsistent with section 321.0404, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under section 321.0404 and:
(1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the limited partnership is a debtor in bankruptcy;
(3) the general partner has agreed that the creditor need not exhaust limited partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
History:
Official Publication of the State of Minnesota
Revisor of Statutes
Source: official Minnesota text · Last verified 2026-08-27
Frequently Asked Questions About Minnesota § 321.0405
What does Minnesota Statutes § 321.0405 cover?
Section 321.0405 ("ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS") is part of the Minnesota Statutes, the codified statutory law of Minnesota. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Minnesota § 321.0405?
A common citation format is "Minnesota Statutes § 321.0405" (Minnesota). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Minnesota law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Minnesota official source linked on this page or consult a licensed Minnesota attorney.
How does Minnesota § 321.0405 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Minnesota can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Minnesota.