Minnesota § 321.0508 - LIMITATIONS ON DISTRIBUTION
Full text of Minnesota Minnesota Statutes § 321.0508 — LIMITATIONS ON DISTRIBUTION, with citation guidance and answers to common questions.
§ 321.0508. LIMITATIONS ON DISTRIBUTION
(a) A limited partnership may not make a distribution in violation of the partnership agreement.
(b) A limited partnership may not make a distribution if after the distribution:
(1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or
(2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.
(c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(d) Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) is measured:
(1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and
(2) in all other cases, as of the date:
(A) the distribution is authorized, if the payment occurs within 120 days after that date; or
(B) the payment is made, if payment occurs more than 120 days after the distribution is authorized.
(e) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors.
(f) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section.
(g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
History:
Official Publication of the State of Minnesota
Revisor of Statutes
Frequently Asked Questions About Minnesota § 321.0508
What does Minnesota Statutes § 321.0508 cover?
Section 321.0508 ("LIMITATIONS ON DISTRIBUTION") 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 § 321.0508?
A common citation format is "Minnesota Statutes § 321.0508" (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 § 321.0508 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.