Minnesota § 321.1119 - RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS
Full text of Minnesota Minnesota Statutes § 321.1119 — RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS, with citation guidance and answers to common questions.
§ 321.1119. RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS
Subdivision 1.Personal liability of partner.
If 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:
(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
(2) the partner has consented to the provision of the certificate of limited partnership or the partnership agreement.
Subd. 2.Consent.
A 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.
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 § 321.1119
What does Minnesota Statutes § 321.1119 cover?
Section 321.1119 ("RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS") 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 § 321.1119?
A common citation format is "Minnesota Statutes § 321.1119" (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 § 321.1119 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.