Title XXIII, CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

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…

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

359.681. Powers and authority of secretary of state — examination of books and records — failure to exhibit, penalty — cancellation or disapproval of certificate, when, notice, appeal in circuit court — petition for appeal, filed when — rescission of cancellation — late filing fe…

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…

360.010. Short title. — Sections 360.010 to 360.140 may be referred to and cited as the "Missouri Health and Educational Facilities Authority Act". ­­-------- (L. 1975 H.B. 70 § 27)

360.015. Definitions. — As used in sections 360.010 to 360.140, unless the context clearly requires otherwise, the following terms mean: (1) "Authority", the health and educational facilities authority of the state of Missouri created by sections 360.010 to 360.140; (2) "Costs", …

360.020. Authority established — membership, terms — vacancy, how filled — removal of member, when. — There is hereby created a body politic and corporate to be known as the "Health and Educational Facilities Authority of the State of Missouri". The authority is hereby constitute…

360.025. Meetings to be open — quorum — notice — expenses of members. — Four members of the authority shall constitute a quorum for the purpose of conducting business. The exercise of the powers of the authority and action may be taken by the authority upon the affirmative vote o…