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

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…

1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for …

1. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state all of the following: a. The name of the foreign limited partnership and, if …

1. Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include all of the following: a. Maintaining, defending, and settling an action or proceeding. b. Holding meetings of its partners or carry…

Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter , the secretary of state, upon receiving payment of all filing fees, shall file the application, notify the applicant that the …

1. A foreign limited partnership whose name does not comply with section 488.108 shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 488.108 . A foreign limited partnershi…

1. A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the secretary of state in the manner provided in subsections 2 and 3 if the foreign limited partnership does not do any of the following: a. Pay, within sixty days …

1. In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 488.206 . 2…

The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article . 2004 Acts, ch 1021, §83, 118

As used in this subchapter , unless the context otherwise requires: 1. “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. 2. “Acquiring entity” means the entity that acquires all of one or more clas…

1. This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter . 2. A transaction effected under this subchapter shall not create or impair a right, duty, or obligation of a person under the statu…

1. A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication.…

The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter . 2023 Acts, ch 152, §83, 161 Former §489.1004 stricken effective January 1, 2024,…

1. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or…

An interest holder of a domestic merging, acquired, converting, or domesticating limited liability company is entitled to contractual appraisal rights in connection with a transaction under this subchapter to the extent provided in any of the following: 1. The operating agreement…

This subchapter shall not be used to effect a transaction involving a bank, insurance company, or public utility where any chapter governing the regulation of such entity does not permit the transaction. 2023 Acts, ch 152, §86, 161 Former §489.1007 stricken effective January 1, 2…

through 489.1016 Repealed by 2023 Acts, ch 152, §142, 161 2023 Acts, ch 152, §142, 161 . See parts 2, 4, and 5.

1. This chapter may be cited as the “Uniform Limited Liability Company Act” . 2. In addition, subchapter XIV of this chapter may be cited as provided in section 489.14101 . 2008 Acts, ch 1162, §1, 155 ; 2019 Acts, ch 26, §44, 53 ; 2020 Acts, ch 1063, §384 ; 2023 Acts, ch 152, §1,…

As used in this chapter , unless the context otherwise requires: 1. “Certificate of organization” means the certificate required by section 489.201 . The term includes the certificate as amended or restated. 2. “Contribution” , except in the phrase “right of contribution” , means…

1. By complying with this part , all of the following apply: a. One or more domestic limited liability companies may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity. b. Two or more foreign entities may merge into a domestic limited …

1. A domestic limited liability company may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain all of the following: a. As to each merging entity, its name, jurisdiction of formation, and type of entity. b. If the su…

1. A plan of merger is not effective unless it has been approved according to all of the following: a. By a domestic merging limited liability company, by all the members of the company entitled to vote on or consent to any matter. b. In a record, by each member of a domestic mer…

1. A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. 2. A domestic merging limited liability company may approve an amendment of a plan of merger according to any of the following: a. In the same manner as t…

1. A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing. 2. A statement of merger must contain all of the following: a. The name, jurisdiction of formation, and type of entity of each merging entity that is not the survivi…

1. When a merger becomes effective, all of the following apply: a. The surviving entity continues or comes into existence. b. Each merging entity that is not the surviving entity ceases to exist. c. All property of each merging entity vests in the surviving entity without transfe…