Minnesota § 322.17 - LIABILITY OF LIMITED PARTNER TO PARTNERSHIP
Full text of Minnesota Minnesota Statutes § 322.17 — LIABILITY OF LIMITED PARTNER TO PARTNERSHIP, with citation guidance and answers to common questions.
§ 322.17. LIABILITY OF LIMITED PARTNER TO PARTNERSHIP
Subdivision 1.Liability.
A limited partner is liable to the partnership
(1) for the difference between contribution as actually made and that stated in the certificate as having been made, and
(2) for any unpaid contribution which the limited partner agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.
Subd. 2.Holding as trustee.
A limited partner holds as trustee for the partnership
(1) specific property stated in the certificate as contributed by that partner but which was not contributed or which has been wrongfully returned, and
(2) money or other property wrongfully paid or conveyed to that partner on account of a contribution.
Subd. 3.Waiver or compromise.
The liabilities of a limited partner, as set forth in this section, can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.
Subd. 4.Discharge of liabilities.
When a contributor has rightfully received the return, in whole or in part, of a capital contribution, the contributor is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.
History:
(7369) 1919 c 498 s 17; 1986 c 444
Official Publication of the State of Minnesota
Revisor of Statutes
Source: official Minnesota text · Last verified 2026-08-27
Frequently Asked Questions About Minnesota § 322.17
What does Minnesota Statutes § 322.17 cover?
Section 322.17 ("LIABILITY OF LIMITED PARTNER TO PARTNERSHIP") 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 § 322.17?
A common citation format is "Minnesota Statutes § 322.17" (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 § 322.17 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.