Chapter 56 — PARTNERSHIPS

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. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session …

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…

56-1a501. History: L. 1983, ch. 88, § 49; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance …

56-1a502. History: L. 1983, ch. 88, § 50; L. 1987, ch. 208, § 13; L. 1988, ch. 195, § 18; L. 2004, ch. 143, § 98; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings…

56-1a503. History: L. 1983, ch. 88, § 51; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance …

56-1a504. History: L. 1983, ch. 88, § 52; L. 2007, ch. 81, § 12; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents A…

56-1a505. History: L. 1983, ch. 88, § 53; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance …

56-1a506. History: L. 1983, ch. 88, § 54; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance …

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…

56-1a508. History: L. 1983, ch. 88, § 56; Repealed, L. 2015, ch. 65, § 24; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance Documents …

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. Previous | Next LEGISLATIVE COORDINATING …

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…

56-1a511. History: L. 2004, ch. 143, § 103; Repealed, L. 2014, ch. 121, § 46; January 1, 2015. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Financ…

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. Previous | N…

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 …

56-1a602. Severability. If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application. To this end, t…

56-1a603. Effective date. (a) All domestic limited partnerships formed on or after January 1, 1984, shall be governed by the provisions of the Kansas revised uniform limited partnership act. (b) Except as provided in subsections (c) and (d), all domestic limited partnerships form…

56-1a604. Rules for cases not provided for in this act. In any case not provided for in the Kansas revised limited partnership act, the provisions of the Kansas uniform partnership act (K.S.A. 56a-101 et seq., and amendments thereto) shall govern. History: L. 1983, ch. 88, § 67; …

56-1a605. Fees; rules and regulations; no fees for certain official requests. (a) The secretary of state shall charge each domestic and foreign limited partnership the following fees: (1) For issuing or filing and indexing any of the documents described below, a fee of $20: (A) A…

56-1a606. Domestic limited partnerships; business entity information report; contents; report fee. (a) Every limited partnership organized under the laws of this state shall make a written business entity information report to the secretary of state, stating the prescribed inform…

56-1a606a. History: L. 1983, ch. 88, § 69; L. 1987, ch. 208, § 14; L. 1994, ch. 182, § 9; L. 1997, ch. 106, § 7; L. 2000, ch. 172, § 6; L. 2002, ch. 185, § 46; L. 2004, ch. 143, § 99; Repealed, L. 2005, ch. 157, § 31; January 1, 2006. Previous | Next LEGISLATIVE COORDINATING COUN…

56-1a607. Foreign limited partnerships; business entity information report; contents; report fee. (a) Every foreign limited partnership shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the limited par…

56-1a607a. History: L. 1983, ch. 88, § 70; L. 1997, ch. 106, § 8; L. 2000, ch. 172, § 7; L. 2002, ch. 185, § 47; L. 2004, ch. 143, § 100; Repealed, L. 2005, ch. 157, § 31; January 1, 2006. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documen…

56-1a608. History: L. 1987, ch. 208, § 15; L. 2004, ch. 171, § 33; L. 2005, ch. 157, § 23; Repealed, L. 2023, ch. 66, § 73; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Ses…

56-1a609. History: L. 1988, ch. 195, § 19; Repealed, L. 2010, ch. 38, § 2; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived School Finance Documents …

56-1a610. History: L. 2004, ch. 143, § 102; L. 2005, ch. 157, § 24; Repealed, L. 2023, ch. 66, § 73; July 1. Previous | Next LEGISLATIVE COORDINATING COUNCIL General Policies 2026 Archived LCC Documents Archived LCC Meetings REVISOR OF STATUTES Archived Session Documents Archived…

[Repealed or reserved.]

56-201. History: L. 1866, ch. 41, § 1; G.S. 1868, ch. 75, § 1; R.S. 1923, 56-201; Repealed, L. 1972, ch. 210, § 44; July 1. CASE ANNOTATIONS 1. Section cited; one joint debtor may secure release. Howard v. Yost, 6 Kan. App. 374, 375, 50 P. 1098. 2. One joint debtor may settle wit…

[Repealed or reserved.]

[Repealed or reserved.]