Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

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…

358.490. Fees charged for copies of partnership papers filed with secretary of state — certificate of good standing of partnership may be issued by secretary of state, fee. — 1. A fee in the amount of five dollars shall be paid to the secretary of state for a certified copy of an…

358.500. Legal existence of a registered limited liability partnership to be recognized — partnership formed in other jurisdictions, effect. — 1. A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by the laws of this stat…

358.501. Additional five dollars on every fee charged to partnership collected by secretary of state, where deposited. — The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter relating to limited liability partnerships.…

358.510. Domestic limited partnership may become a registered limited liability limited partnership by compliance with requirements, effect — foreign limited partnerships, registration, effect. — 1. A domestic limited partnership may become a registered limited liability limited …

358.520. Merger or consolidation of a domestic general partnership, authorization. — 1. Pursuant to an agreement of merger or consolidation, a domestic general partnership may merge or consolidate with or into one or more general partnerships formed under the laws of this state o…

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…