Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

359.491. Foreign limited partnerships, law governing. — Subject to the constitution of this state: (1) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and (2) A fo…

359.501. Registration with secretary of state — form — contents. — Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state an ap…

359.511. Issuance of registration — duties of secretary of state. — 1. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall: (1) Endorse on each copy of the application the word "Filed", and the month…

359.521. Names of foreign limited partnership regulated. — A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that could be registered by a domestic limite…

359.531. Changes and amendments in registration, when, contents — foreign certification included — fee. — 1. A foreign limited partnership authorized to transact business in this state shall obtain an amended certificate of registration from the secretary of state if it changes: …

359.541. Cancellation of registration — authority of secretary to accept service of process. — A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed * by a general partner. A cancellation does not term…

359.551. Transaction of business without registration, effect, penalty, fine — report by secretary to prosecuting attorney, when — long arm statutes, applicable — transacting business, elements of. — 1. Every foreign limited partnership now doing business in or which may hereafte…

359.561. Secretary of state may seek injunction. — The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter. ­­-------- (L. 1985 H.B. 512 & 650) Effective 1-01-87

359.571. Right to bring a derivative action. — A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partne…

359.581. Proper plaintiff. — In a derivative action, the plaintiff must be a partner at the time of bringing the action and: (1) At the time of the transaction of which he complains; or (2) His status as a partner had devolved upon him by operation of law or pursuant to the terms…

359.591. Pleading to contain statement of request to general partner to initiate action. — In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making th…

359.601. Court may award plaintiff expenses, when. — 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 an action or claim, the court may award the plaintiff reasonable expe…

359.611. Rules of construction. — This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. ­­-------- (L. 1985 H.B. 512 & 650) Effective 1-01-87

359.621. Title. — This act* may be cited as the "Missouri Revised Uniform Limited Partnership Act". ­­-------- (L. 1985 H.B. 512 & 650) Effective 1-01-87 *"This act" (H.B. 512 & 650, 1985) contained numerous sections. Consult Disposition of Sections table for a definitive listing…

359.631. Severability of sections. — 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 this act* which can be given effect without the invalid provision or application…

359.641. Effective dates. — 1. All domestic limited partnerships formed on or after January 1, 1987, and all foreign limited partnerships doing business in Missouri after January 1, 1987, shall be governed by the provisions of this act*. 2. All domestic limited partnerships forme…

359.651. Filing fees. — 1. The secretary of state shall charge the fee specified for filing the following: (1) Certificates of limited partnership: one hundred dollars; (2) Applications for registration of foreign limited partnerships and issuance of a certificate of registration…

359.653. Additional fee — expiration date. — The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary …

359.671. Rules for cases not provided in this chapter. — In any case not provided for in this chapter, the provisions of the uniform partnership law govern. ­­-------- (L. 1985 H.B. 512 & 650) Effective 1-01-87

321.180. Treasurer's duties — file bond — make annual financial statement. — In addition to the power and authority given the secretary of state by this chapter, the secretary of state or his designee shall have such further authority as is reasonably necessary to enable the secr…

359.691. Violation of law requiring certificate of limited partnership, penalty. — Any person, or persons, who shall exercise any of the powers, privileges or authority of a limited partnership prior to obtaining a certificate of limited partnership under this chapter or after ca…