Minnesota § 321.0409 - TRANSFER OF PARTNERSHIP PROPERTY

Full text of Minnesota Minnesota Statutes § 321.0409 — TRANSFER OF PARTNERSHIP PROPERTY, with citation guidance and answers to common questions.

§ 321.0409. TRANSFER OF PARTNERSHIP PROPERTY

(a) Subject to the effect of a notification effective under section 321.0103(d) and (i), property held in the name of a limited partnership may be transferred by an instrument of transfer executed by a general partner in the limited partnership name.

(b) Where a transfer has been made to an initial transferee through an instrument of transfer effective under subsection (a), a limited partnership may recover the transferred limited partnership property from a transferee only if:

(1) the limited partnership proves that execution of the instrument of initial transfer did not bind the partnership under section 321.0402; and

(2) as to a subsequent transferee who gave value for the property, the limited partnership proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.

(d) This section does not affect the power of a person dissociated as a general partner to bind a limited partnership under sections 321.0606(a) and 321.0804(b).

History:

2004 c 199 art 4 s 42

Official Publication of the State of Minnesota
Revisor of Statutes

Source: official Minnesota text · Last verified 2026-08-27

Frequently Asked Questions About Minnesota § 321.0409

What does Minnesota Statutes § 321.0409 cover?

Section 321.0409 ("TRANSFER OF PARTNERSHIP PROPERTY") 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 § 321.0409?

A common citation format is "Minnesota Statutes § 321.0409" (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 § 321.0409 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.