Minnesota LLP shield amended Mn. Stat. Ch. (sect) 
323.14 to read as follows:  [A=add; D=delete]


323.14 [NATURE OF PARTNER'S LIABILITY.]

	[A> SUBDIVISION 1. <A] [GENERAL RULE.] [A> EXCEPT 
AS OTHERWISE PROVIDED IN THIS SECTION, <A] all partners 
are liable[A> : <A]

		(1) Jointly and severally for everything 
chargeable to the partnership under sections 323.12 and 
323.13; 

		(2) Jointly for all other debts and 
obligations of the partnership; but any partner may 
enter into a separate obligation to perform a 
partnership contract. 

	[A> SUBD. 2. <A] [LIMITED LIABILITY PARTNERSHIP 
SHIELD.] [A> A PARTNER OF A LIMITED LIABILITY 
PARTNERSHIP IS NOT, MERELY ON ACCOUNT OF THIS STATUS, 
PERSONALLY LIABLE FOR ANYTHING CHARGEABLE TO THE 
PARTNERSHIP UNDER SECTIONS 323.12 AND 323.13, OR FOR 
ANY OTHER DEBTS OR OBLIGATIONS OF THE LIMITED LIABILITY 
PARTNERSHIP, IF THE CHARGE, DEBT, OR OBLIGATION AROSE 
OR ACCRUED WHILE THE PARTNERSHIP HAD A REGISTRATION IN 
EFFECT UNDER SECTION 323.44.  THIS SUBDIVISION DOES NOT 
LIMIT OR IMPAIR THE RIGHT OF THE PARTNERSHIP OR ITS 
PARTNERS TO MAKE CLAIMS AGAINST ANY PARTICULAR PARTNER 
ON THE GROUNDS THAT THE PARTICULAR PARTNER: <A]

		[A> (1) HAS, IN ITS CAPACITY AS A PARTNER, 
BREACHED A DUTY TO THE PARTNERSHIP OR TO THE OTHER 
PARTNERS; OR <A]

		[A> (2) IS OBLIGATED TO CONTRIBUTE SO THAT 
PARTNERS SHARE LOSSES OF CAPITAL ACCORDING TO SECTION 
323.17 AND SHARE THE LIABILITIES STATED IN SECTION 
323.39, CLAUSE (2), PARAGRAPHS (C) AND (D). <A]

	[A> SUBD. 3. <A] [PIERCING THE VEIL.] 

		[A> (A) EXCEPT AS PROVIDED IN PARAGRAPH (B), 
THE CASE LAW THAT STATES THE CONDITIONS AND 
CIRCUMSTANCES UNDER WHICH THE CORPORATE VEIL OF A 
CORPORATION MAY BE PIERCED UNDER MINNESOTA LAW ALSO 
APPLIES TO LIMITED LIABILITY PARTNERSHIPS. <A]

		[A> (B) THE USE OF INFORMAL PROCEDURES OR 
ARRANGEMENTS FOR MANAGING THE LIMITED LIABILITY 
PARTNERSHIP OR CONDUCTING ITS BUSINESS IS NOT A GROUND 
FOR PIERCING THE VEIL OF THE LIMITED LIABILITY 
PARTNERSHIP. <A]

	[A> SUBD. 4. <A] [LIMITED LIABILITY AFTER 
DISSOLUTION.] 

	[A> (A) SUBJECT TO SECTION 323.44, SUBDIVISION 7, 
THE LIMITED LIABILITY DESCRIBED IN SUBDIVISIONS 2 AND 3 
CONTINUES IN FULL FORCE FOR THE DISSOLVED PARTNERSHIP 
REGARDLESS OF ANY DISSOLUTION, WINDING UP, AND 
TERMINATION OF A LIMITED LIABILITY PARTNERSHIP. <A]

	[A> (B) IF A LIMITED LIABILITY PARTNERSHIP 
DISSOLVES AND ITS BUSINESS IS CONTINUED BY A SUCCESSOR 
GENERAL PARTNERSHIP UNDER SECTION 323.37, THEN THE 
LIMITED LIABILITY DESCRIBED IN SUBDIVISIONS 3 AND 4 
ALSO APPLIES TO THAT SUCCESSOR PARTNERSHIP UNTIL THE 
EXPIRATION OF THE REGISTRATION THAT THE DISSOLVED 
PARTNERSHIP HAD IN EFFECT UNDER SECTION 323.44 AT THE 
MOMENT OF DISSOLUTION.  THE SUCCESSOR GENERAL 
PARTNERSHIP MAY AT ANY TIME FILE ITS OWN REGISTRATION 
UNDER SECTION 323.44. <A]

	[A> SUBD. 5. <A] [LIABILITY OF PARTNERS FOR 
ILLEGAL DISTRIBUTIONS.] 

		[A> (A) A PARTNER WHO RECEIVES A DISTRIBUTION 
FROM A LIMITED LIABILITY PARTNERSHIP THAT WOULD HAVE 
BEEN IN VIOLATION OF SECTION 302A.551 HAD THE LIMITED 
LIABILITY PARTNERSHIP BEEN A CORPORATION WITH A BOARD 
OF DIRECTORS IS LIABLE TO THE LIMITED LIABILITY 
PARTNERSHIP, ITS RECEIVER, OR OTHER PERSON WINDING UP 
ITS AFFAIRS, BUT ONLY TO THE EXTENT THAT THE 
DISTRIBUTION RECEIVED BY THE PARTNER EXCEEDED THE 
AMOUNT THAT PROPERLY COULD HAVE BEEN PAID UNDER SECTION 
302A.551.
<A]

		[A> (B) AN ACTION MAY NOT BE COMMENCED UNDER 
THIS SUBDIVISION MORE THAN TWO YEARS FROM THE DATE OF 
THE DISTRIBUTION. <A] 

Professor Carter G. Bishop      cbishop@wmitchell.edu
William Mitchell College of Law
Saint Paul, Minnesota USA