reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,158 Notice of limited partnership.

56-1a158.
Notice of limited partnership.
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 of all other facts which are contained in the certificate and which are required by K.S.A. 56-1a151 and amendments thereto to be in the certificate.
History:
L. 1983, ch. 88, § 15; L. 1987, ch. 208, § 7; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,159 Delivery of certificate to limited partners.

56-1a159.
Delivery of certificate to limited partners.
Upon the return by the secretary of state pursuant to K.S.A. 56-1a156 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment to each limited partner unless the partnership agreement provides otherwise.
History:
L. 1983, ch. 88, § 16; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,201 Admission of additional limited partners.

56-1a201.
Admission of additional limited partners.
(a) A person becomes a limited partner:
(1) At the time the limited partnership is formed; or
(2) at any later time specified in the records of the limited partnership for becoming a limited partner.
(b) After the filing of a limited partnership's initial certificate of limited partnership, a person may be admitted as an additional limited partner:
(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in K.S.A. 56-1a404 and amendments thereto, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
History:
L. 1983, ch. 88, § 18; L. 1987, ch. 208, § 8; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,202 Rights, powers and duties of classes or groups of limited partners provided in partnership agreement; voting rights of limited partners.

56-1a202.
Rights, powers and duties of classes or groups of limited partners provided in partnership agreement; voting rights of limited partners.
(a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of limited partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of limited partners.
(b) Subject to K.S.A. 56-1a203 and amendments thereto, 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.
(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.
History:
L. 1983, ch. 88, § 19; L. 1988, ch. 195, § 7; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,203 Liability of limited partners to third parties.

56-1a203.
Liability of limited partners to third parties.
(a) Except as provided in K.S.A. 56-1a157 and amendments thereto and in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, the limited partner participates in the control of the business. However, if the limited partner does participate in the control of the business, the limited partner is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.
(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of the limited partner's possessing or exercising one or more of the following powers:
(1) To be a contractor for or an agent or employee of the limited partnership or of a general partner, or to be an officer, director or shareholder of a general partner that is a corporation;
(2) to consult with or advise a general partner with respect to the business of the limited partnership;
(3) to act as surety for the limited partnership or to guarantee or assume one or more specific obligations of the limited partnership or to provide collateral for the limited partnership;
(4) to take any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;
(5) to vote on one or more of the following matters:
(A) The dissolution and winding up of the affairs of the limited partnership;
(B) the sale, exchange, lease, mortgage, pledge or other transfer of a material portion of the assets of the limited partnership;
(C) the incurrence, renewal, refinancing or payment or other discharge of material indebtedness by the limited partnership;
(D) a change in the nature of the business;
(E) the admission, removal or retention of a general partner; or
(F) the admission, removal or retention of a limited partner;
(6) to request or attend a meeting of partners; or
(7) to approve or disapprove, by voting or otherwise, any material matters which are related to the business of the partnership and which are stated in the partnership agreement.
(c) The enumeration in subsection (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the control of the business of the limited partnership.
(d) A limited partner who knowingly permits the limited partner's name to be used in the name of the limited partnership, except under circumstances permitted by K.S.A. 56-1a102 and amendments thereto, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
History:
L. 1983, ch. 88, § 20; L. 1987, ch. 208, § 9; L. 1988, ch. 195, § 8; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,204 Person erroneously believing self to be limited partner.

56-1a204.
Person erroneously believing self to be limited partner.
(a) Except as provided in subsection (b), a person who makes a contribution to a partnership and who erroneously but in good faith believes that the person has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner if, on ascertaining the mistake, such person withdraws from future equity participation in the enterprise by taking such action as may be necessary to withdraw.
(b) A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a):
(1) If the person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to the person as a general partner; and
(2) if the third party actually believed in good faith that the person was a general partner at the time of the transaction and acted in reliance on such belief.
History:
L. 1983, ch. 88, § 21; L. 1988, ch. 195, § 9; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,205 Limited partner's right to information.

56-1a205.
Limited partner's right to information.
Each limited partner has the right, subject to any reasonable standards set forth in the partnership agreement, to obtain from the general partners from time to time upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:
(a) True and full information regarding the state of the business and financial condition of the limited partnership;
(b) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year;
(c) a current list of the full name and last known business or residence address of each partner set forth in alphabetical order, a copy of the certificate of limited partnership and all certificates of amendment thereto and any executed copies of any powers of attorney pursuant to which any certificate has been executed;
(d) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services which were contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and
(e) any other information regarding the affairs of the limited partnership that is just and reasonable.
History:
L. 1983, ch. 88, § 22; L. 1988, ch. 195, § 10; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,251 Admission of additional general partners.

56-1a251.
Admission of additional general partners.
After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with specific written consent of each partner. The partnership agreement shall specify in writing how additional general partners may be admitted.
History:
L. 1983, ch. 88, § 23; L. 1987, ch. 208, § 10; L. 1988, ch. 195, § 11; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,253 General partners' powers and liabilities.

56-1a253.
General partners' powers and liabilities.
(a) Except as provided in this act 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 partners.
(b) Except as provided in this act, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.
(c) Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
History:
L. 1983, ch. 88, § 25; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,254 Contributions by general partners.

56-1a254.
Contributions by general partners.
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 general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of the partner's participation in the partnership as a limited partner.
History:
L. 1983, ch. 88, § 26; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,255 Rights, powers and duties of classes or groups of general partners provided in partnership agreement; voting rights of general partners.

56-1a255.
Rights, powers and duties of classes or groups of general partners provided in partnership agreement; voting rights of general partners.
(a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of general partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of general partners.
(b) 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.
(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any general partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
History:
L. 1983, ch. 88, § 27; L. 1988, ch. 195, § 12; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,301 Form of contribution.

56-1a301.
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.
History:
L. 1983, ch. 88, § 28; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,302 Liability for contributions.

56-1a302.
Liability for contributions.
(a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.
(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated, at the option of the limited partnership, to contribute cash equal to that portion of the value, as stated in the records of the limited partnership, of the stated contribution that has not been made.
(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit to the partnership may enforce the original obligation if the creditor extends credit, or the creditor's claim arises, after the filing of the certificate of limited partnership or an amendment thereto which, in either case, reflects the obligation, and before the amendment or cancellation of the certificate to reflect the compromise.
History:
L. 1983, ch. 88, § 29; L. 1987, ch. 208, § 12; L. 1993, ch. 157, § 1; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,303 Allocation of profits and losses.

56-1a303.
Allocation 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 the partnership agreement. If the partnership agreement does not provide for the allocation, profits and losses shall be allocated on the basis of the value, as stated in the records of the limited partnership, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
History:
L. 1983, ch. 88, § 30; L. 1988, ch. 195, § 13; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,304 Allocation of distributions of cash or other assets.

56-1a304.
Allocation of distributions of cash or other assets.
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 the partnership agreement. If the partnership agreement does not provide for distributions, distributions shall be made on the basis of the value, as stated in the records of the limited partnership, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
History:
L. 1983, ch. 88, § 31; L. 1988, ch. 195, § 14; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,351 Interim distributions.

56-1a351.
Interim distributions.
Except as provided in K.S.A. 56-1a351 through 56-1a358, and amendments thereto, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the partnership's dissolution and the winding up of the partnership's affairs to the extent and at the times or upon the happening of the events specified in the partnership agreement.
History:
L. 1983, ch. 88, § 32; L. 1993, ch. 157, § 2; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,352 Withdrawal of general partner.

56-1a352.
Withdrawal of general partner.
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.
History:
L. 1983, ch. 88, § 33; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,353 Withdrawal of limited partner.

56-1a353.
Withdrawal of limited partner.
(a) (1) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement and in accordance with the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the affairs of the limited partnership, a limited partner may withdraw upon not less than six-months' prior written notice to each general partner at the general partner's address set forth in the certificate of limited partnership filed in the office of the secretary of state.
(2) The provisions of this subsection shall apply to limited partnerships formed on or before June 30, 1997.
(b) (1) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement and in accordance with the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw, the limited partner shall have no right to withdraw.
(2) The provisions of this subsection shall apply to limited partnerships formed on or after July 1, 1997.
History:
L. 1983, ch. 88, § 34; L. 1993, ch. 157, § 3; L. 1997, ch. 55, § 2; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,354 Distribution upon withdrawal.

56-1a354.
Distribution upon withdrawal.
Except as provided in K.S.A. 56-1a351 through 56-1a358, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the partner is entitled under the partnership agreement. If not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the partner's interest in the limited partnership as of the date of withdrawal, based upon the partner's right to share in distributions from the limited partnership.
History:
L. 1983, ch. 88, § 35; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,355 Distribution in kind.

56-1a355.
Distribution in kind.
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership.
History:
L. 1983, ch. 88, § 36; L. 1993, ch. 157, § 4; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,356 Right to distribution.

56-1a356.
Right to distribution.
Subject to K.S.A. 56-1a357 and 56-1a454, at the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
History:
L. 1983, ch. 88, § 37; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,357 Limitations on distributions.

56-1a357.
Limitations on distributions.
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 interests, exceed the fair value of the partnership assets.
History:
L. 1983, ch. 88, § 38; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,358 Liability upon return of contribution.

56-1a358.
Liability upon return of contribution.
(a) If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this act, the partner is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(b) If a partner has received the return of any part of the partner's contribution in violation of the partnership agreement or this act, the partner is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.
(c) A partner receives a return of the partner's contribution to the extent that a distribution to the partner reduces the partner's share of the fair value of the net assets of the limited partnership below the value, as set forth in the records of the limited partnership, of the partner's contribution which has not been distributed to the partner.
History:
L. 1983, ch. 88, § 39; L. 1988, ch. 195, § 15; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,402 Assignment of partnership interest.

56-1a402.
Assignment of partnership interest.
Unless otherwise 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 to become or to exercise any rights of a partner. An assignment entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction or credit or similar item to which the assignor was entitled, to the extent assigned. A partner ceases to be a partner upon assignment of all the partner's partnership interest.
History:
L. 1983, ch. 88, § 41; L. 1988, ch. 195, § 16; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,403 Rights of creditors.

56-1a403.
Rights of creditors.
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 extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This act does not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.
History:
L. 1983, ch. 88, § 42; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,404 Right of assignee to become limited partner.

56-1a404.
Right of assignee to become limited partner.
(a) 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 described in the partnership agreement; or
(2) all other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this act. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in K.S.A. 56-1a301 through 56-1a304, and amendments thereto, and 56-1a351 through 56-1a358, and amendments thereto. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under K.S.A. 56-1a157 and 56-1a302, and amendments thereto.
History:
L. 1983, ch. 88, § 43; L. 1993, ch. 157, § 5; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,405 Power of estate of deceased or incompetent partner.

56-1a405.
Power of estate of deceased or incompetent partner.
If a partner who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the partner's person or property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
History:
L. 1983, ch. 88, § 44; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,451 Dissolution.

56-1a451.
Dissolution.
(a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:
(1) At the time or upon the happening of events specified in writing in the partnership agreement;
(2) written consent of all partners; or
(3) entry of a decree of judicial dissolution under K.S.A. 56-1a452 and amendments thereto.
(b) Unless otherwise provided by the written provisions of the partnership agreement, the cessation of a person as a general partner shall not cause the limited partnership to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited partnership shall be continued without dissolution by the remaining general partner or partners, unless: (1) Within 90 days following such cessation all remaining general partners and a majority in interest of the limited partners agree in writing to dissolve the limited partnership; or (2) if there is no remaining general partner, within 90 days following such cessation a majority in interest of the limited partners fail to appoint one or more additional general partners effective as of the date of the cessation.
History:
L. 1983, ch. 88, § 45; L. 1993, ch. 157, § 6; L. 1998, ch. 38, § 1; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,452 Judicial dissolution.

56-1a452.
Judicial dissolution.
On application by or for a partner, the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
History:
L. 1983, ch. 88, § 46; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,453 Winding up.

56-1a453.
Winding up.
(a) Unless otherwise 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 the district court, upon cause shown, may wind up the limited partnership's affairs upon application of any partner or the partner's representative or assignee.
(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in K.S.A. 56-1a506 and amendments thereto, the persons winding up the limited partnership's affairs, in the name of, and for and on behalf of, the limited partnership, may prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.
History:
L. 1983, ch. 88, § 47; L. 1988, ch. 195, § 17; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,454 Distribution of assets.

56-1a454.
Distribution of assets.
Upon the winding up of the affairs of a limited partnership, the assets shall be distributed as follows:
(a) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under K.S.A. 56-1a351 or 56-1a354;
(b) unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under K.S.A. 56-1a351 or 56-1a354; and
(c) unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.
History:
L. 1983, ch. 88, § 48; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,507 Doing business without registration.

56-1a507.
Doing business without registration.
(a) A foreign limited partnership doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.
(b) The failure of a foreign limited partnership to register in the state of Kansas does not:
(1) Impair the validity of any contract or act of the foreign limited partnership;
(2) impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the state of Kansas.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership's having done business in the state of Kansas without registration.
History:
L. 1983, ch. 88, § 55; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,509 Execution and liability.

56-1a509.
Execution and liability.
The provisions of subsection (c) of K.S.A. 56-1a154 and 56-1a157 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.
History:
L. 1983, ch. 88, § 57; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,510 Service of process.

56-1a510.
Service of process.
Service of process in any action against any foreign limited partnership, whether or not that limited partnership is qualified to do business in this state, shall be made in the manner prescribed by K.S.A. 60-304 and amendments thereto. Any person who has a cause of action against any foreign limited partnership, whether or not the limited partnership is qualified to do business in this state may file suit against the limited partnership in the district court of a county in which there is proper venue if the cause of action arose in Kansas out of the limited partnership's doing business in Kansas or while the limited partnership was doing business in Kansas.
History:
L. 1983, ch. 88, § 58; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,551 Right of action.

56-1a551.
Right of action.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in the limited partnership's favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
History:
L. 1983, ch. 88, § 59; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,552 Proper plaintiff.

56-1a552.
Proper plaintiff.
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (a) be a partner at the time of the transaction of which the plaintiff complains or (b) have had status as a partner devolve upon the plaintiff by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
History:
L. 1983, ch. 88, § 60; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,553 Pleading.

56-1a553.
Pleading.
In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
History:
L. 1983, ch. 88, § 61; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,554 Expenses.

56-1a554.
Expenses.
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 a derivative action, the court may award the plaintiff reasonable expenses, including reasonable attorney fees. If anything is so received by the plaintiff, the court shall make any award of plaintiff's expenses payable out of those proceeds and direct plaintiff to remit to the limited partnership the remainder. If those proceeds are insufficient to reimburse plaintiff's reasonable expenses, the court may direct that any award of plaintiff's expenses, or a portion of the award, be paid by the limited partnership.
History:
L. 1983, ch. 88, § 62; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,601 Construction and application.

56-1a601.
Construction and application.
(a) This act shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.
(b) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act.
History:
L. 1983, ch. 88, § 63; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,602 Severability.

56-1a602.
Severability.
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 the act which can be given effect without the invalid provision or application. To this end, the provisions of this act are severable.
History:
L. 1983, ch. 88, § 65; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,603 Effective date.

56-1a603.
Effective date.
(a) All domestic limited partnerships formed on or after January 1, 1984, shall be governed by the provisions of the Kansas revised uniform limited partnership act.
(b) Except as provided in subsections (c) and (d), all domestic limited partnerships formed prior to January 1, 1984, shall continue to be governed by the provisions of K.S.A. 56-122, 56-124 through 56-151 and K.S.A. 56-123 and 56-123b until January 1, 1986, at which time those limited partnerships shall be governed by the provisions of the Kansas revised uniform limited partnership act.
(c) Any domestic limited partnership formed prior to January 1, 1984, may elect to be governed by the provisions of the Kansas revised uniform limited partnership act before January 1, 1986, by filing with the secretary of state a certificate of limited partnership which complies with this act or a certificate of amendment which would cause its certificate of limited partnership to comply with the Kansas revised uniform limited partnership act and which specifically states that it is electing to be so bound.
(d) With respect to a domestic limited partnership formed prior to January 1, 1984, on or after January 1, 1986, the limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with the Kansas revised limited partnership act until the occurrence of an event which, under that act, requires the filing of a certificate of amendment except that the limited partnership shall file with the secretary of state a designation of registered office and resident agent in compliance with this act prior to or at the time the limited partnership files its 1986 annual report in compliance with K.S.A. 56-1a606.
(e) All foreign limited partnerships shall be governed by the provisions of the Kansas revised uniform limited partnership act.
(f) A foreign limited partnership registered prior to January 1, 1984, shall file with the secretary of state a registration application to comply with this act prior to or at the time the foreign limited partnership files its 1984 annual report in compliance with K.S.A. 56-1a607.
History:
L. 1983, ch. 88, § 66; July 1.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,604 Rules for cases not provided for in this act.

56-1a604.
Rules for cases not provided for in this act.
In any case not provided for in the Kansas revised limited partnership act, the provisions of the Kansas uniform partnership act (K.S.A. 56a-101 et seq., and amendments thereto) shall govern.
History:
L. 1983, ch. 88, § 67; L. 1998, ch. 93, § 73; January 1, 1999.
2023 Kansas Statutes › Chapter 56 - Partnerships › Article 1a - Revised Uniform Limited Partnership Act › 56-1a,605 Fees.

56-1a605. Fees.
(a) The secretary of state shall charge each domestic and foreign limited partnership the following fees:
(1) For issuing or filing and indexing any of the documents described below, a fee of $20:
(A) A certificate of amendment of limited partnership;
(B) a restated certificate of limited partnership;
(C) a certificate of cancellation of limited partnership;
(D) a certificate of change of location of registered office or registered agent; and
(E) any certificate, affidavit, agreement or any other paper provided for in this act, for which no different fee is specifically prescribed;
(2) for certified copies, a fee of $7.50 for each copy certified, regardless of whether the secretary of state supplies the copies;
(3) for each certificate of good standing and certificate of fact issued by the secretary of state, a fee of $7.50;
(4) for a report of record search, a fee of $5, but furnishing the following information shall not be considered a record search and no charge shall be made therefor: name of the limited partnership and the postal address of its registered office; name and postal address of the resident agent; the state of the limited partnership's formation; the date of filing of its certificate of limited partnership or business entity information report; and date of expiration; and
(5) a fee of $20 for a copy of an instrument on file or prepared by the secretary of state's office, whether or not the copy is certified.
(b) Every limited partnership hereafter formed in this state shall pay to the secretary of state at the time of filing its certificate of limited partnership, an application and recording fee of $150.
(c) At the time of filing its application to do business, every foreign limited partnership shall pay to the secretary of state an application and recording fee of $150.
(d) The secretary of state shall not charge any fees for the documents or services described in this section upon an official request by any agency of this state or of the United States, or by any officer or employee thereof.
History:
L. 1983, ch. 88, § 68; L. 2021, ch. 61, § 40; L. 2023, ch. 66, § 65; July 1.
2023 Kansas Statutes › Chapter 56a - Kansas Uniform Partnership Act › Article 1 - General Provisions › 56a-102 Knowledge and notice.

56a-102.
Knowledge and notice.
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
(1) Knows of it;
(2) has received a notification of it; or
(3) has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification:
(1) Comes to the person's attention; or
(2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
History:
L. 1998, ch. 93, § 2; January 1, 1999.
2023 Kansas Statutes › Chapter 56a - Kansas Uniform Partnership Act › Article 1 - General Provisions › 56a-103 Effect of partnership agreement; nonwaivable provisions.

56a-103.
Effect of partnership agreement; nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not:
(1) Vary the rights and duties under K.S.A. 56a-105 except to eliminate the duty to provide copies of statements to all of the partners;
(2) unreasonably restrict the right of access to books and records under subsection (b) of K.S.A. 56a-403;
(3) eliminate the duty of loyalty under subsection (b) of K.S.A. 56a-404 or subsection (b)(3) of K.S.A. 56a-603, but:
(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) unreasonably reduce the duty of care under subsection (c) of K.S.A. 56a-404 or subsection (b)(3) of K.S.A. 56a-603;
(5) eliminate the obligation of good faith and fair dealing under subsection (d) of K.S.A. 56a-404, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) vary the power to dissociate as a partner under subsection (a) of K.S.A. 56a-602, except to require the notice under subsection (a) of K.S.A. 56a-601 to be in writing;
(7) vary the right of a court to expel a partner in the events specified in subsection (e) of K.S.A. 56a-601;
(8) vary the requirement to wind up the partnership business in cases specified in subsection (d), (e) or (f) of K.S.A. 56a-801;
(9) vary the law applicable to a limited liability partnership under subsection (b) of K.S.A. 56a-106; or
(10) restrict rights of third parties under this act.
History:
L. 1998, ch. 93, § 3; January 1, 1999.
2023 Kansas Statutes › Chapter 56a - Kansas Uniform Partnership Act › Article 1 - General Provisions › 56a-104 Supplemental principles of law.

56a-104.
Supplemental principles of law.
(a) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.
(b) If an obligation to pay interest arises under this act and the rate is not specified, the rate is that specified in applicable statute.
History:
L. 1998, ch. 93, § 4; January 1, 1999.