1998 Minnesota Statutes

     322.09 Rights, powers, and liabilities of a general 
  partner.  

    A general partner shall have all the rights and powers and 
 be subject to all the restrictions and liabilities of a partner 
 in a partnership without limited partners, except that without 
 the written consent or ratification of the specific act by all 
 the limited partners, a general partner or all of the general 
 partners have no authority to 

    (1) Do any act in contravention of the certificate; 

    (2) Do any act which would make it impossible to carry on 
 the ordinary business of the partnership; 

    (3) Confess a judgment against the partnership; 

    (4) Possess partnership property, or assign their rights in 
 specific partnership property, for other than a partnership 
 purpose; 

    (5) Admit a person as a general partner; 

    (6) Admit a person as a limited partner unless the right so 
 to do is given in the certificate; or 

    (7) Continue the business with partnership property on the 
 death, retirement, or insanity of a general partner, unless the 
 right so to do is given in the certificate.  

    HIST: (7361) 1919 c 498 s 9