Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

358.010. Name of law. — This chapter may be cited as "Uniform Partnership Law". ­­-------- (L. 1949 p. 506 § 1)

358.020. Definitions. — In this chapter: (1) "Bankrupt" includes a debtor pursuant to a voluntary or involuntary petition filed under the Federal Bankruptcy Code or a person or entity subject to an insolvency or similar proceeding under state law; (2) "Business" includes every tr…

358.030. Interpretation of knowledge and notice. — 1. A person has "knowledge" of a fact within the meaning of this law not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. 2. A person has "noti…

358.040. Rules of construction. — 1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this law. 2. The law of estoppel shall apply under this law. 3. The law of agency shall apply under this law. 4. This law shall be…

358.050. Rules for cases not provided for in this law. — In any case not provided for in this law the rules of law and equity, including the law merchant, shall govern. ­­-------- (L. 1949 p. 506 § 5)

358.060. Partnership defined. — 1. A "partnership" is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a registered limited liability partnership. 2. But any association formed under any…

358.065. Partnerships to register fictitious names, procedure. — All partnerships shall comply with the provisions of section 417.210 relating to the registration of fictitious names with the secretary of state. ­­-------- (L. 1983 S.B. 367)

358.070. Rules for determining the existence of a partnership. — In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section 358.160 persons who are not partners as to each other are not partners as to third persons; (2) Joint tenancy, …

358.080. Partnership property. — 1. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership is partnership property. 2. Unless the contrary intention appears, property acquired with partnership fu…

358.090. Partner agent of partnership as to partnership business. — 1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the …

358.100. Conveyance of real property of the partnership. — 1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner'…

358.110. Partnership bound by admission of partner. — An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this law is evidence against the partnership. ­­-------- (L. 1949 p. 506 § 11)

358.120. Partnership charged with knowledge of or notice to partner. — Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of…

[Repealed or reserved.]

358.140. Partnership bound by partner's breach of trust. — The partnership is bound to make good the loss (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) Where the partnership in the c…

358.150. Nature of partner's liability. — 1. Except as provided in subsection 2 of this section, all partners are liable jointly and severally for everything chargeable to the partnership pursuant to sections 358.130 and 358.140, and for all other debts and obligations of the par…

358.160. Partner by estoppel. — 1. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such per…

358.170. Liability of incoming partner. — A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability …

358.180. Rules determining rights and duties of partners. — The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) Each partner shall be repaid the partner's contributions, wheth…

358.190. Partnership books. — The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. ­­-------- (L. 1949 p…

358.200. Duty of partners to render information. — Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability. ­­-------- (L. 1949 p. 506 § …

358.210. Partner accountable as a fiduciary. — 1. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidat…

358.220. Right to an account. — Any partner shall have the right to a formal account as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners; (2) If the right exists under the terms of any agreement…

358.230. Continuation of partnership beyond fixed term. — 1. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the sam…

358.240. Extent of property rights of a partner. — The property rights of a partner are his rights in specific partnership property, his interest in the partnership, and his right to participate in the management. ­­-------- (L. 1949 p. 506 § 24)

358.250. Nature of a partner's right in specific partnership property. — 1. A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. 2. The incidents of this tenancy are such that: (1) A partner, subject to the provisions of thi…

358.260. Nature of partner's interest in the partnership. — A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property. ­­-------- (L. 1949 p. 506 § 26)

358.270. Assignment of partner's interest. — 1. A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnershi…

358.280. Partner's interest subject to charging order. — 1. On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the…

358.290. Dissolution defined. — The "dissolution" of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. ­­-------- (L. 1949 p. 506 § 29)

358.300. Partnership not terminated by dissolution. — On dissolution the partnership is not terminated but continues until the winding up of partnership affairs is completed. ­­-------- (L. 1949 p. 506 § 30)

358.310. Causes of dissolution. — Dissolution is caused: (1) Without violation of the agreement between the partners, (a) By the termination of the definite term or particular undertaking specified in the agreement; (b) By the express will of any partner when no definite term or …

358.320. Dissolution by decree of court. — 1. On application by or for a partner the court shall decree a dissolution whenever: (1) A partner is shown to be mentally incapacitated; (2) A partner becomes in any other way incapable of performing his part of the partnership contract…

358.330. General effect of dissolution on authority of partner. — Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership, (1) With res…

358.340. Right of partner to contribution from copartners after dissolution. — Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to the partner's copartners for the partner's share of any liability created by any partner acting f…

358.350. Power of partner to bind partnership to third persons after dissolution. — 1. After dissolution a partner can bind the partnership, except as provided in subsection 3, (1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at …

358.360. Effect of dissolution of partner's existing liability. — 1. The dissolution of the partnership does not of itself discharge the existing liability of any partner. 2. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement t…

358.370. Right to wind up. — Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his …

358.371. Disposal of claims, notice of dissolution. — 1. A dissolved partnership may dispose of the known claims against it in accordance with this subsection and subsection 2 of this section. The dissolved partnership shall notify its known claimants in writing of the dissolutio…

358.380. Rights of partners to application of partnership property. — 1. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the…

358.390. Rights where partnership is dissolved for fraud or misrepresentation. — Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitl…

358.400. Rules for distribution. — In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets of the partnership are: (a) The partnership property; and (b) The contributions of the p…

358.410. Liability of persons continuing the business in certain cases. — 1. When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or the representative of the deceased partner assigns, his rights in partnership property to two or…

358.420. Rights of retiring or estate of deceased partner when the business is continued. — When any partner retires or dies, and the business is continued under any of the conditions set forth in subsections 1, 2, 3, 4, 5, and 6 of section 358.410, or subdivision (2) of subsecti…

358.430. Accrual of actions. — The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the a…

358.440. Registration as a limited liability partnership — renewals — withdrawal of registration — amendment — revocation, effect — fees — false statements, penalty — foreign partnership requirements. — 1. To register as a limited liability partnership pursuant to this section, a…

358.450. Registered limited liability partnership, L.L.P. or LLP to be used as last words or letters in partnership name. — 1. The name of a partnership registered pursuant to section 358.440 and the name of a foreign registered limited liability partnership doing business in thi…

358.460. Reservation of exclusive right to use of a name, procedure to reserve, time period — fee — transfer of name permitted — cancellation, procedure, fee. — 1. The exclusive right to the use of a name of a registered limited liability partnership or foreign registered limited…

358.470. Partnership must maintain an office and registered agent in state — change of office address or agent, procedure — fees — failure to appoint successor agent, cancellation of partnership. — 1. Each registered limited liability partnership and each foreign registered limit…

358.480. Filing with secretary of state becomes notice of all facts in applications, renewals or certificate of amendment. — The fact that an application, a renewal application, a certificate of amendment of an application, or a renewal application is on file in the office of the…