Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322.17. Liability of limited partner to partnership

Subdivision 1. Liability. A limited partner is liable to the partnership

Subd. 2. Holding as trustee. A limited partner holds as trustee for the partnership

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.