Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

359.011. Definitions. — As used in this chapter, the following terms mean: (1) "Certificate of limited partnership", the certificate referred to in section 359.091, and the certificate as amended or restated; (2) "Contribution", any cash, property, services rendered, or a promiss…

359.021. Name of limited partnership regulated. — The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain the words "limited partnership" or the abbreviation "LP" or "L.P."; (2) May not contain the name of a limited partner u…

359.031. Reservation of right to exclusive use of name. — 1. The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited partnership under this chapter and to adopt that name; (2) Any domestic limited partnership or any foreign limi…

359.041. Registered agent and registered office — procedure for changing, filed by limited partnership, filed by registered agent — effective when — failure to maintain, effect. — 1. Each limited partnership shall continuously maintain in this state: (1) A registered office which…

359.051. Records to be kept. — 1. Each limited partnership shall keep the following: (1) A current and a past list of the full name and last known mailing address of each partner, specifying the general partners and the limited partners, in alphabetical order; (2) A copy of the c…

359.061. Nature of business. — A limited partnership may be organized pursuant to this chapter to conduct or promote any lawful business or purpose within this state or any other jurisdiction. ­­-------- (L. 1985 H.B. 512 & 650, A.L. 1997 H.B. 655 merged with S.B. 170) Effective …

359.071. Business transactions of partner with the limited 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 obligation…

359.081. Limited partnership shall sue and be sued. — A limited partnership shall, in the partnership name, sue and be sued, complain and defend in any court of law or equity. ­­-------- (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

359.091. Certificate of limited partnership — filed with secretary of state — contents — formation date, when. — 1. In order to form a limited partnership, a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate sh…

359.101. Amendments to certificate — contents. — 1. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth: (1) The name of the limited partnership; (2) The date of fili…

359.111. Cancellation of certificate, when — contents of certificate of cancellation — filed with secretary of state. — A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there ar…

359.121. Execution of certificate. — 1. Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner: (1) An original certificate of limited partnership must be signed by all general partners; (2) A certif…

359.131. Proceeding to direct execution of certificate. — If a person required by section 359.121 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court of the county of the princip…

359.141. Filing with secretary of state — duties of secretary — effective date of filing. — 1. An original copy of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be deliver…

359.145. Statement of correction authorized, when — contents — effective date — fee — required signature. — 1. A domestic or foreign limited partnership may file a statement of correction in a format prescribed by the secretary of state, if the document contains an incorrect stat…

[Repealed or reserved.]

359.161. Filing to be notice. — 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 is notice…

359.165. Merger of domestic limited partnership — filing required, effective date — articles of merger or consolidation required, when, contents, secretary of state agent for service of process — effect of merger. — 1. Pursuant to an agreement of merger or consolidation, a domest…

359.172. Registered limited liability limited partnership, requirements, failure to file timely amendment to certificate, penalty. — 1. To become and to continue as a registered limited liability limited partnership, a limited partnership shall, in addition to complying with the …

359.181. When person becomes limited partner — admission of additional limited partner. — 1. A person becomes a limited partner on the later of: (1) The date the original certificate of limited partnership is filed; or (2) The date stated in the records of the limited partnership…

359.191. Voting rights of limited partners. — Subject to section 359.201, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter. ­­-------- (L. 1985 H.B. 512 & 650) Effective 1-01…

359.201. Liability of limited partners to third parties. — A limited partner is not liable for the obligations of a limited partnership by reason of being a limited partner and does not become so by participating in the management or control of the business. ­­-------- (L. 1985 H…

359.211. Liability of person erroneously believing himself to be a limited partner — certificate of withdrawal. — 1. Except as provided in subsection 2 of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he h…

359.221. Limited partners right to information. — Each limited partner has the right to: (1) Inspect and copy any of the partnership records required to be maintained by section 359.051; and (2) Obtain from the general partners from time to time upon reasonable demand: (a) True a…

359.231. Admission of additional general partners, when. — After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement doe…

359.241. Events of withdrawal. — Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited …

359.251. Rights and liabilities of a general partner. — 1. Except as provided in this chapter 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 par…

359.261. Contributions of a general partner — one person both a general and limited partner. — 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 gene…

359.271. Voting rights of general partners. — The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter. ­­-------- (L. 1985 …

359.281. 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. ­­-------- (L. 1985 H.B. 512 & 650) Effective 1-01-87

359.291. Liability for contribution. — 1. No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in writing signed by the limited partner. 2. Except as provided in the partnership agreement, a partner is obligated to the limited par…

359.301. Sharing 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 writing in the partnership agreement. If the partnership agreement does not so provide in writ…

359.311. Sharing of distributions. — 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 writing in the partnership agreement. If the partnership agreement does not so provi…

359.321. Interim distributions. — Except as provided in sections 359.321 to 359.391, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at…

359.331. Withdrawal of a general partner — notice to other partners — breach of partnership agreement, setoff of damages, when. — A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates t…

359.341. Withdrawal of a limited partner, when. — A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership agreement. The provisions of this section shall apply to all limited partnerships i…

359.351. Distribution upon withdrawal, when, how determined. — Except as provided in sections 359.321 to 359.391, upon withdrawal any withdrawing partner is entitled to receive the distribution, if any, to which such partner is entitled under the partnership agreement. If the par…

359.361. Distribution in kind. — Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in …

359.371. Right to distribution, remedies. — At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. ­­-------- (L. 1985 H.B. 512 &…

359.381. Limitation on distribution. — 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 i…

359.391. Liability upon return of contribution — return received, when. — 1. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year there…

359.401. Nature of partnership interest. — A partnership interest is personal property. ­­-------- (L. 1985 H.B. 512 & 650) Effective 1-01-87

359.411. Assignment of partnership interest — rights of assignee. — Except as 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 t…

359.421. Rights of judgment creditor of partner. — 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 …

359.431. Right of assignee to become limited partner, when. — 1. 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 …

359.441. Power of estate of deceased or incapacitated partner. — If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be mentally incapacitated to manage his person or his property, the partner's executor, administrator, guardian, conservato…

359.451. Dissolution of limited partnership, when. — A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) Upon the happening of events specified in the certificate of limited partnership; (2) Upon the happening of even…

359.461. Judicial dissolution — who may request — granted when. — On application by or for a partner, the circuit court of the county of the principal place of business or of the registered office of the limited partnership may decree dissolution of a limited partnership whenever…

359.471. Winding up by partners, when — by circuit court, when. — Except as 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 th…

359.481. Distribution of assets upon winding up — priorities — disposal of unknown claims. — 1. Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To creditors, including partners who are creditors, to the extent permitted by law, in sat…