Chapter 56, PARTNERSHIPS

56-1a01. Title of act. K.S.A. 56-1a101 through 56-1a601 may be cited as the Kansas revised uniform limited partnership act. History: L. 1983, ch. 88, § 64; July 1. Law Review and Bar Journal References: "The Kansas Business Entity Transactions Act," Edwin W. Hecker, Jr., 80 J.K.B…

56-1a101. Definitions. As used in the Kansas revised uniform limited partnership act, unless the context otherwise requires: (a) "Certificate of limited partnership" means the certificate referred to in K.S.A. 56-1a151 and amendments thereto and the certificate as amended. (b) "C…

56-1a106. Nature of business. A limited partnership may conduct or promote any lawful business or purposes, except as otherwise provided by law of this state, which a partnership without limited partners may conduct or promote. History: L. 1983, ch. 88, § 6; July 1.

56-1a107. Business transactions of partner with the partnership. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with re…

56-1a151. Certificate of limited partnership; contents; formation of limited partnership at filing of certificate. (a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. Such certificate…

56-1a152. Amendment to certificate of limited partnership by certificate of amendment or judicial decree. (a) The certificate of limited partnership may be amended as provided in a certificate of amendment or judicial decree of amendment upon the filing of the certificate of amen…

56-1a153. Cancellation of certificate. A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up the affairs of the partnership, at any other time when there are no limited partners or as specified in this act. The certificate …

56-1a157. Liability for false statement in certificate. (a) If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) An…

56-1a158. Notice of limited partnership. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners and i…

56-1a159. Delivery of certificate to limited partners. Upon the return by the secretary of state pursuant to K.S.A. 56-1a156 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate …

56-1a160. Restated or amended and restated certificate of limited partnership. (a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of…

56-1a201. Admission of additional limited partners. (a) A person becomes a limited partner: (1) At the time the limited partnership is formed; or (2) at any later time specified in the records of the limited partnership for becoming a limited partner. (b) After the filing of a li…

56-1a202. Rights, powers and duties of classes or groups of limited partners provided in partnership agreement; voting rights of limited partners. (a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers and duties as t…

56-1a203. Liability of limited partners to third parties. (a) Except as provided in K.S.A. 56-1a157 and amendments thereto and in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, …

56-1a204. Person erroneously believing self to be limited partner. (a) Except as provided in subsection (b), a person who makes a contribution to a partnership and who erroneously but in good faith believes that the person has become a limited partner in the partnership is not a …

56-1a205. Limited partner's right to information. Each limited partner has the right, subject to any reasonable standards set forth in the partnership agreement, to obtain from the general partners from time to time upon reasonable demand for any purpose reasonably related to the…

56-1a251. Admission of additional general partners. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with specific written consent of ea…

56-1a252. Cessation of person as general partner, when. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (a) The general partner withdraws from the limited partnership as provided in K.S.A. 56-1a352 and amendments…

56-1a253. General partners' powers and liabilities. (a) Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. …

56-1a254. Contributions by general partners. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contr…

56-1a255. Rights, powers and duties of classes or groups of general partners provided in partnership agreement; voting rights of general partners. (a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers and duties as t…

56-1a301. Form of contribution. The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. History: L. 1983, ch. 88, § 28; July 1.

56-1a302. Liability for contributions. (a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited…

56-1a303. Allocation of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for the allocation,…

56-1a304. Allocation of distributions of cash or other assets. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement do…

56-1a351. Interim distributions. Except as provided in K.S.A. 56-1a351 through 56-1a358, and amendments thereto, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the partnership's dis…

56-1a352. Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general pa…

56-1a353. Withdrawal of limited partner. (a) (1) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement and in accordance with the partnership agreement. If the agreement does not spe…

56-1a354. Distribution upon withdrawal. Except as provided in K.S.A. 56-1a351 through 56-1a358, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the partner is entitled under the partnership agreement. If not otherwise provided in the agree…

56-1a355. Distribution in kind. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as pro…

56-1a356. Right to distribution. Subject to K.S.A. 56-1a357 and 56-1a454, at the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distr…

56-1a357. Limitations on distributions. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership …

56-1a358. Liability upon return of contribution. (a) If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this act, the partner is liable to the limited partnership for a period of one year thereafter for…

56-1a401. Nature of partnership interest. A partnership interest is personal property. History: L. 1983, ch. 88, § 40; July 1.

56-1a402. Assignment of partnership interest. Unless otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to …

56-1a403. Rights of creditors. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, t…

56-1a404. Right of assignee to become limited partner. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (1) The assignor gives the assignee that right in accordance with authority descri…

56-1a405. Power of estate of deceased or incompetent partner. If a partner who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the partner's person or property, the partner's executor, administrator, guardian, conservator or o…

56-1a451. Dissolution. (a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time or upon the happening of events specified in writing in the partnership agreement; (2) written consent of all partners; or (3)…

56-1a452. Judicial dissolution. On application by or for a partner, the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. History: L. 1983, ch. 88, § 46; …

56-1a453. Winding up. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs; but the district court, upon cause shown…

56-1a454. Distribution of assets. Upon the winding up of the affairs of a limited partnership, the assets shall be distributed as follows: (a) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limit…

56-1a507. Doing business without registration. (a) A foreign limited partnership doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for…

56-1a509. Execution and liability. The provisions of subsection (c) of K.S.A. 56-1a154 and 56-1a157 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships. History: L. 1983, ch. 88, § 57; July 1.

56-1a510. Service of process. Service of process in any action against any foreign limited partnership, whether or not that limited partnership is qualified to do business in this state, shall be made in the manner prescribed by K.S.A. 60-304 and amendments thereto. Any person wh…

56-1a551. Right of action. A limited partner may bring an action in the right of a limited partnership to recover a judgment in the limited partnership's favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general part…

56-1a552. Proper plaintiff. In a derivative action, the plaintiff must be a partner at the time of bringing the action and (a) be a partner at the time of the transaction of which the plaintiff complains or (b) have had status as a partner devolve upon the plaintiff by operation …

56-1a553. Pleading. In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. History: L. 1983, ch. 88, § 61; July 1.

56-1a554. Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of a derivative action, the court may award the plaintiff reasonable expenses, including reasonable attor…

56-1a601. Construction and application. (a) This act shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it. (b) The rule that statutes in derogation of the common law are to be …