Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
14 chapters · 1,094 sections in this title.
§ 359.165 RSMo Merger of domestic limited partnership — filing required, effective date —
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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 RSMo Registered limited liability limited partnership, requirements, failure to
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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 RSMo When person becomes limited partner — admission of additional limited partner
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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 RSMo Voting rights of limited partners
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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 RSMo Liability of limited partners to third parties
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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 RSMo Liability of person erroneously believing himself to be a limited partner —
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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 RSMo Limited partners right to information
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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 RSMo Admission of additional general partners, when
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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 RSMo Events of withdrawal
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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 RSMo Rights and liabilities of a general partner
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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 RSMo Contributions of a general partner — one person both a general and limited
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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 RSMo Voting rights of general partners
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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 RSMo Form of contribution
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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 RSMo Liability for contribution
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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 RSMo Sharing of profits and losses
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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 RSMo Sharing of distributions
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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 RSMo Interim distributions
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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 RSMo Withdrawal of a general partner — notice to other partners — breach of
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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 RSMo Withdrawal of a limited partner, when
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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 RSMo Distribution upon withdrawal, when, how determined
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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 RSMo Distribution in kind
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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 RSMo Right to distribution, remedies
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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 RSMo Limitation on distribution
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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 RSMo Liability upon return of contribution — return received, when
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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 RSMo Nature of partnership interest
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359.401. Nature of partnership interest. — A partnership interest is personal property. -------- (L. 1985 H.B. 512 & 650) Effective 1-01-87
§ 359.411 RSMo Assignment of partnership interest — rights of assignee
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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 RSMo Rights of judgment creditor of partner
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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 RSMo Right of assignee to become limited partner, when
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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 RSMo Power of estate of deceased or incapacitated partner
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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 RSMo Dissolution of limited partnership, when
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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 RSMo Judicial dissolution — who may request — granted when
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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 RSMo Winding up by partners, when — by circuit court, when
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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 RSMo Distribution of assets upon winding up — priorities — disposal of unknown
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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…
§ 359.491 RSMo Foreign limited partnerships, law governing
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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 RSMo Registration with secretary of state — form — contents
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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 RSMo Issuance of registration — duties of secretary of state
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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 RSMo Names of foreign limited partnership regulated
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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 RSMo Changes and amendments in registration, when, contents — foreign
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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 RSMo Cancellation of registration — authority of secretary to accept service of
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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 RSMo Transaction of business without registration, effect, penalty, fine —
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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 RSMo Secretary of state may seek injunction
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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 RSMo Right to bring a derivative action
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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 RSMo Proper plaintiff
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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 RSMo Pleading to contain statement of request to general partner to initiate action
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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 RSMo Court may award plaintiff expenses, when
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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 RSMo Rules of construction
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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 RSMo Title
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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 RSMo Severability of sections
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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 RSMo Effective dates
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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 RSMo Filing fees
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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…