Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. 2004 Acts, ch 1021, §30, 118

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnersh…

1. On ten days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s registered office. The limited partner need not have any particular purpose for see…

1. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. 2. A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partners…

1. Except as otherwise provided in subsection 2 , a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of makin…

A person becomes a general partner according to any of the following: 1. As provided in the partnership agreement. 2. Under section 488.801, subsection 3 , paragraph “b” , following the dissociation of a limited partnership’s last general partner. 3. As the result of a conversion…

1. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or a…

1. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authori…

1. Except as otherwise provided in subsections 2 and 3 , all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. 2. A person that becomes a general partner of an existing limi…

1. To the extent not inconsistent with section 488.404 , a general partner may be joined in an action against the limited partnership or named in a separate action. 2. A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment again…

1. Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in this chapter , any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if…

1. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours any or all of the following: a. In the limited partnership’s registered office, required information. b. At a reasonable location specified …

1. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections 2 and 3 . 2. A general partner’s duty of loyalty to the limited partnership and the other partners is limited to all of t…

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed. 2004 Acts, c…

1. A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability, or other inability to perform personally. 2. If a partner does not make a promised nonmonetary…

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. 2…

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. 2004 Acts, ch 1021, §46, 118

A person does not have a right to receive a distribution on account of dissociation. 2004 Acts, ch 1021, §47, 118 Referred to in §488.1204

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 488.812, subsection 2 , a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the a…

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership’s obligatio…

1. A limited partnership shall not make a distribution in violation of the partnership agreement. 2. A limited partnership shall not make a distribution if after the distribution any of the following would result: a. The limited partnership would not be able to pay its debts as t…

1. A general partner that consents to a distribution made in violation of section 488.508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that i…

1. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. 2. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: a. The limited partnership’s havi…

1. Upon a person’s dissociation as a limited partner, all of the following apply: a. Subject to section 488.704 , the person does not have further rights as a limited partner. b. The person’s obligation of good faith and fair dealing as a limited partner under section 488.305, su…

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: 1. The limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a later date specified by the person. 2. An e…

1. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 488.603, subsection 1 . 2. A person’s dissociation as a general partner is wrongful only if either of the following applies: a. The dissociation…

1. Upon a person’s dissociation as a general partner, all of the following apply: a. The person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates. b. The person’s duty of loyalty as a general partner under section…

1. After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under article 11 , or merged out of existence under article 11 , the limited partnership is bound by an act of the person only if all of the following apply: a. The ac…

1. A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections 2 and 3 , the person is not liable for a…

The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property. 2004 Acts, ch 1021, §59, 118

1. All of the following apply to a transfer, in whole or in part, of a partner’s transferable interest: a. It is permissible. b. It does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities. c. It does not, as agai…

1. On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the ju…

If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in section 488.702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section …

Except as otherwise provided in section 488.802 , a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: 1. The happening of an event specified in the partnership agreement. 2. The consent of all general partners…

On application by or for a partner, the district court for the county in which the office described in section 488.114, subsection 1 , paragraph “a” , is located may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the l…

1. A limited partnership continues after dissolution only for the purpose of winding up its activities. 2. In winding up its activities, the limited partnership: a. May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the l…

1. A limited partnership is bound by a general partner’s act after dissolution in which any of the following applies: a. The act is appropriate for winding up the limited partnership’s activities. b. The act would have bound the limited partnership under section 488.402 before di…

1. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 488.804, subsection 1 , by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable for all of the follow…

1. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection 2 . 2. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must do all of the following: a. Speci…

1. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. 2. The notice must do all of the following: a. Be published at least once in a newspaper of ge…

1. A dissolved limited partnership that has published a notice under section 488.807 may file an application with the district court of the county in which the office described in section 488.114 is located for a determination of the amount and form of security to be provided for…

If a claim against a dissolved limited partnership is barred under section 488.806 or 488.807 , any corresponding claim under section 488.404 is also barred. 2004 Acts, ch 1021, §71, 118

1. The secretary of state may dissolve a limited partnership administratively if the limited partnership does not, within sixty days after the due date, do any of the following: a. Pay any fee, tax, or penalty under this chapter or other law due the secretary of state. b. Deliver…

1. A limited partnership that has been administratively dissolved may apply to the secretary of state for reinstatement at any time after the effective date of dissolution. The application must be delivered to the secretary of state for filing and state all of the following: a. T…

1. If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state shall prepare, sign, and file a notice that explains the reason or reasons for denial and serve the limited partnership with a co…

1. In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section , must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners th…