Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322.16. Withdrawal or reduction of limited partner's contribution

(1) all liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;

(2) the consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subdivision 2; and

(3) the certificate is canceled or so amended as to set forth the withdrawal or reduction.

(1) on the dissolution of a partnership, or

(2) when the date specified in the certificate for its return has arrived, or

(3) after giving six months' notice, in writing, to all other members, if no time is specified in the certificate either for the return of the contribution or for the dissolution of the partnership.

(1) upon rightfully but unsuccessfully demanding the return of contribution, or

(2) when the other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment, as required by subdivision 1, clause (1), and the limited partner would otherwise be entitled to the return of contribution.