Chapter 56a, KANSAS UNIFORM PARTNERSHIP ACT

56a-101. Definitions. In this act: (a) "Business" includes every trade, occupation, and profession. (b) "Debtor in bankruptcy" means a person who is the subject of: (1) An order for relief under title 11 of the United States code or a comparable order under a successor statute of…

56a-102. Knowledge and notice. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the perso…

56a-103. Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does …

56a-104. Supplemental principles of law. (a) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. (b) If an obligation to pay interest arises under this act and the rate is not specified, the rate is that specified in applic…

56a-105. Execution, filing and recording of statements. (a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Any statement may be fil…

56a-106. Governing law. (a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its principal office governs relations among the partners and between the partners and the partnership. (b) The law of this state governs relations a…

56a-107. Partnership subject to amendment or repeal of act. A partnership governed by this act is subject to any amendment to or repeal of this act. History: L. 1998, ch. 93, § 7; January 1, 1999.

56a-201. Partnership as entity. (a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under K.S.A. 56a-1001. History: L. 1998, ch. 93, § 8; Janu…

56a-202. Formation of partnership. (a) Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An association formed und…

56a-203. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. History: L. 1998, ch. 93, § 10; January 1, 1999.

56a-204. When property is partnership property. (a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of th…

56a-301. Partner agent of partnership. Subject to the effect of a statement of partnership authority under K.S.A. 56a-303: (a) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partner…

56a-302. Transfer of partnership property. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under K.S.A. 56a-303, partnership property held in the name of the partnership may be transferred by an instrument …

56a-303. Statement of partnership authority. (a) A partnership may file a statement of partnership authority, which: (1) Must include: (i) The name of the partnership; (ii) the street address of its principal office and of one office in this state, if there is one; (iii) the name…

56a-304. Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection (b) of K.S.A. 56a-303 may file a statement of denial stating the name of the partnership and the fac…

56a-305. Partnership liable for partner's actionable conduct. (a) A 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 partner acting in the ordinary course of busine…

56a-306. Partner's liability. (a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an e…

56a-307. Actions by and against partnerships and partners. (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with K.S.A. 56a-306 and amendments thereto, any or all of the …

56a-308. Liability of purported partner. (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the re…

56a-401. Partner's rights and duties. (a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's sha…

56a-402. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind. History: L. 1998, ch. 93, § 21; January 1, 1999.

56a-403. Partner's rights and duties with respect to information. (a) A partnership shall keep its books and records, if any, at its principal office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former …

56a-404. General standards of partner's conduct. (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership and the ot…

56a-405. Actions by partnership and partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the…

56a-406. Continuation of partnership beyond definite term or particular undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and du…

56a-501. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. History: L. 1998, ch. 93, § 26; January 1, 1999.

56a-502. Partner's transferable interest in partnership. Except as provided in the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto, the only transferable interest of a partner in the partnership is the partner's share of the profits and losses o…

56a-503. Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) Is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership busin…

56a-504. Partner's transferable interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may …

56a-601. Events causing partner's dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events: (a) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; …

56a-602. Partner's power to dissociate; wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection (a) of K.S.A. 56a-601. (b) A partner's dissociation is wrongful only if: (1) It is in breach of a…

56a-603. Effect of partner's dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, article 8 applies; otherwise, article 7 applies. (b) Upon a partner's dissociation: (1) The partner's right to participate in the manage…

56a-701. Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under K.S.A. 56a-801, the partnership shall cause the dissociated partner's interest in the partne…

56a-702. Dissociated partner's power to bind and liability to partnership. (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9, is bound by …

56a-703. Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after …

56a-704. Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of …

56a-705. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership contin…

56a-801. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (a) In a partnership at will, the partnership's having notice from a partner, other …

56a-802. Partnership continues after dissolution. (a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the di…

56a-803. Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the district court, for …

56a-804. Partner's power to bind partnership after dissolution. Subject to K.S.A. 56a-805, a partnership is bound by a partner's act after dissolution that: (a) Is appropriate for winding up the partnership business; or (b) would have bound the partnership under K.S.A. 56a-301 be…

56a-805. Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution can…

56a-806. Partner's liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) and K.S.A. 56a-306 and amendments thereto, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurre…

56a-807. Settlement of accounts and contributions among partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including,…

56a-905. Merger of partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships. (b) The plan of merger must set forth: (1) The name of each partnership that is a party to the merger; (2) the name…

56a-906. Effect of merger. (a) When a merger takes effect: (1) The separate existence of every partnership that is a party to the merger, other than the surviving entity, ceases; (2) all property owned by each of the merged partnerships vests in the surviving partnership; (3) all…

56a-907. Statement of merger. (a) After a merger, the surviving partnership may file a statement that the parties to the merger have merged into the surviving partnership. (b) A statement of merger must contain: (1) The name of each partnership that is a party to the merger; (2) …

56a-908. Nonexclusive provisions; partnerships may be merged pursuant to other laws. K.S.A. 56a-901 through 56a-908, and amendments thereto, are not exclusive. Partnerships may be merged in any other manner provided by law. History: L. 1998, ch. 93, § 52; L. 2009, ch. 47, § 50; J…

56a-1001. Statement of qualification. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership…

56a-1003. Distributions; limitations. A partner may not receive a distribution from a limited liability partnership to the extent that, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of …