reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.100 - Business policies — control — vote.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.100. Business policies — control — vote. —
Notwithstanding the foregoing provision for the management of the general affairs of each such association by its board of directors, the control of the policies of such association is hereby reserved to and conferred upon their respective shareholders, who shall by direct vote govern the policies of such associations, including their policies with reference to the declaring of dividends, the setting aside of reserve funds, the method of distributing profits, the amendment of articles of association, the increasing and diminishing of capital stock, and other general policies; each shareholder shall be entitled to but one vote, irrespective of the number of shares owned, which vote may be cast by proxy as herein provided.
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(RSMo 1939 § 14415)
Prior revisions: 1929 § 12757; 1919 § 10255
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.110 - Proxies, how voted.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.110. Proxies, how voted. —
At any regularly called general or special meeting of shareholders for the purpose of electing directors, a written vote signed by and received by mail or messenger from any absent shareholders shall be accepted as the vote of such absentee. This rule shall apply also to any such written vote of an absentee at any regularly called general or special meeting of shareholders for the purpose of determining the business policies of such association.
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(RSMo 1939 § 14416)
Prior revisions: 1929 § 12758; 1919 § 10256
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.120 - Stock, who may purchase.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1985
357.120. Stock, who may purchase. —
Any part or all of the common stock of any corporation organized for the purpose of producing or furnishing goods, services, or housing, or for the purpose of conducting any agricultural or mercantile business on the cooperative plan as provided for by sections 276.160 to 276.230 may be legally purchased and owned in all respects as if purchased and owned by a natural person, by any other corporation incorporated under the laws of Missouri on the cooperative plan, including any other corporation organized under this chapter.
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(RSMo 1939 § 14424, A.L. 1985 S.B. 300)
Prior revision: 1929 § 12766
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.140 - Auditing of books annually.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.140. Auditing of books annually. —
All associations formed under the provisions of section 357.010, shall keep a set of books showing the business operation of said association, and said books shall be audited by competent auditors once each year; which auditor shall not be a member or stockholder of said association. At the completion of the audit herein provided for, said auditor shall have the right to call a meeting of the board of directors, and explain his report and the financial condition of said association, and a copy of the report of said auditor shall be filed with the secretary and president of the board of directors of such an association, which report may contain recommendations for the proper handling of the business of said association.
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(RSMo 1939 § 14418)
Prior revision: 1929 § 12760
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.150 - Use of funds.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.150. Use of funds. —
None of the funds of any association organized under the provisions of this chapter shall be used in the payment of any expenses for promotion of any such organization, such, for instance, as commissions, salaries or expenses of any kind, character, or nature whatsoever.
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(RSMo 1939 § 14422)
Prior revisions: 1929 § 12764; 1919 § 10260
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.160 - Private property exempt.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.160. Private property exempt. —
The private property of shareholders shall be exempt from execution for the debts of any such association.
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(RSMo 1939 § 14423)
Prior revisions: 1929 § 12765; 1919 § 10261
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.170 - Prior cooperative associations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.170. Prior cooperative associations. —
All cooperative agricultural corporations, companies or associations, coming within the purview of this law, and heretofore organized and doing business under prior statutes and which have attempted so to organize and do business, shall have the benefit of all provisions of this law and be bound thereby on filing with the secretary of state a written declaration, signed and sworn to by the president and secretary, to the effect that such cooperative company or association has, by a majority vote of its shareholders, decided to accept the benefits of and to be bound by the provisions of this law.
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(RSMo 1939 § 14419)
Prior revisions: 1929 § 12761; 1919 § 10258
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.180 - Dissolution proceedings, how taken.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.180. Dissolution proceedings, how taken. —
1. Whenever eighty percent of the stockholders of a corporation engaged in agricultural or mercantile business vote for a dissolution of said corporation for the purpose of reincorporating under the cooperative plan as provided for in sections 276.160 to 276.230, the stockholders shall by motion direct the secretary of said corporation to transmit a certified copy of the dissolution proceeds to the secretary of state and said certified copy shall be taken as prima facie evidence of a voluntary dissolution of the corporation; provided, however, that said dissolution shall not become effective until all the provisions as herein stated shall have been complied with.
2. Upon receipt of the order asking for dissolution the secretary of state shall issue a permit granting said corporation the privilege of dissolution from and after the time that all acts of incorporation under the cooperative plan have been complied with; provided, however, that only eighty percent of the shareholders of said corporation shall be required to sign the articles of association or agreement.
3. The board shall have power to purchase at its book value, all stock in excess of ten percent of the capital stock held by any shareholder. The president and secretary of the corporation seeking dissolution shall execute and acknowledge in the name and in behalf of such former corporation, a conveyance of all property, real and personal, and assets of every description of the said former corporation conveying the same to the new cooperative association so incorporated, and such conveyance shall have the effect to vest in such new cooperative association all the right, title and interest in such property, real and personal, and assets of any description, which were at any time possessed by said former corporation. The new cooperative association shall be liable for all debts and claims against said former corporation.
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(RSMo 1939 § 14420)
Prior revision: 1929 § 12762
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.190 - Use of the name "cooperative" prohibited.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.190. Use of the name "cooperative" prohibited. —
No corporation or association hereafter organized shall be entitled to use the word "cooperative" as part of its corporate or other business name or title, unless it has complied with the provisions of this chapter or a law providing for the incorporation of associations upon a cooperative plan, and any corporation or association violating this provision of this chapter may be enjoined from doing business under such name in a suit by any association legally organized under the provisions of this chapter.
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(RSMo 1939 § 14421)
Prior revisions: 1929 § 12763; 1919 § 10259
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.010 - Name of law.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.010. Name of law. —
This chapter may be cited as "Uniform Partnership Law".
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(L. 1949 p. 506 § 1)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.020 - Definitions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1995
358.020. Definitions. —
In this chapter:
(1)
"Bankrupt"
includes a debtor pursuant to a voluntary or involuntary petition filed under the Federal Bankruptcy Code or a person or entity subject to an insolvency or similar proceeding under state law;
(2)
"Business"
includes every trade, occupation, or profession;
(3)
"Conveyance"
includes every assignment, lease, mortgage, or encumbrance;
(4)
"Court"
includes every court and judge having jurisdiction in the case;
(5)
"Foreign registered limited liability partnership"
means a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction and registered as a limited liability partnership under the laws of such jurisdiction;
(6)
"Person"
includes individuals, partnerships, domestic or foreign limited partnerships, domestic or foreign limited liability companies, domestic or foreign corporations, trusts, business trusts, real estate investment trusts, estates and other associations or business entities;
(7)
"Real property"
includes land and any interest or estate in land; and
(8)
"Registered limited liability partnership"
means a partnership formed pursuant to an agreement governed by the laws of this state, registered pursuant to section 358.440 and complying with sections 358.450 and 358.460.
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(L. 1949 p. 506 § 2, A.L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.030 - Interpretation of knowledge and notice.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.030. Interpretation of knowledge and notice. —
1. A person has
"knowledge"
of a fact within the meaning of this law not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.
2. A person has
"notice"
of a fact within the meaning of this law when the person who claims the benefit of the notice
(1) States the fact to such person, or
(2) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.
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(L. 1949 p. 506 § 3)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.040 - Rules of construction.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.040. Rules of construction. —
1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this law.
2. The law of estoppel shall apply under this law.
3. The law of agency shall apply under this law.
4. This law shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
5. This law shall not be construed so as to impair the obligations of any contract existing when the law goes into effect, nor to affect any action or proceedings begun or right accrued before this law takes effect.
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(L. 1949 p. 506 § 4)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.050 - Rules for cases not provided for in this law.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.050. Rules for cases not provided for in this law. —
In any case not provided for in this law the rules of law and equity, including the law merchant, shall govern.
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(L. 1949 p. 506 § 5)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.060 - Partnership defined.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1995
358.060. Partnership defined. —
1. A
"partnership"
is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a registered limited liability partnership.
2. But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state or pursuant to an agreement governed by the laws of another state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
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(L. 1949 p. 506 § 6, A.L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.065 - Partnerships to register fictitious names, procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1983
358.065. Partnerships to register fictitious names, procedure. —
All partnerships shall comply with the provisions of section 417.210 relating to the registration of fictitious names with the secretary of state.
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(L. 1983 S.B. 367)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.070 - Rules for determining the existence of a partnership.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.070. Rules for determining the existence of a partnership. —
In determining whether a partnership exists, these rules shall apply:
(1) Except as provided by section 358.160 persons who are not partners as to each other are not partners as to third persons;
(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property;
(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;
(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:
(a) As a debt by installments or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a widow or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of the business;
(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.
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(L. 1949 p. 506 § 7)
CROSS REFERENCE:
Evidence of partnership, what constitutes, 490.520
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.080 - Partnership property.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.080. Partnership property. —
1. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership is partnership property.
2. Unless the contrary intention appears, property acquired with partnership funds is partnership property.
3. Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
4. A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
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(L. 1949 p. 506 § 8)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.090 - Partner agent of partnership as to partnership business.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
358.090. Partner agent of partnership as to partnership business. —
1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.
2. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
3. Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to
(1) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;
(2) Dispose of the goodwill of the business;
(3) Do any other act which would make it impossible to carry on the ordinary business of a partnership;
(4) Confess a judgment;
(5) Submit a partnership claim or liability to arbitration or reference.
4. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
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(L. 1949 p. 506 § 9)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.100 - Conveyance of real property of the partnership.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.100. Conveyance of real property of the partnership. —
1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of subsection 1 of section 358.090, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.
2. Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection 1 of section 358.090.
3. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of subsection 1 of section 358.090, unless the purchaser or his assignee, is a holder for value, without knowledge.
4. Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection 1 of section 358.090.
5. Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.
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(L. 1949 p. 506 § 10)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.110 - Partnership bound by admission of partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.110. Partnership bound by admission of partner. —
An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this law is evidence against the partnership.
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(L. 1949 p. 506 § 11)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.120 - Partnership charged with knowledge of or notice to partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.120. Partnership charged with knowledge of or notice to partner. —
Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
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(L. 1949 p. 506 § 12)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.130 - Partnership bound by partner's wrongful act.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
358.130. Partnership bound by partner's wrongful act. —
Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
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(L. 1949 p. 506 § 13)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.140 - Partnership bound by partner's breach of trust.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
358.140. Partnership bound by partner's breach of trust. —
The partnership is bound to make good the loss
(1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and
(2) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
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(L. 1949 p. 506 § 14)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.150 - Nature of partner's liability.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 2003
358.150. Nature of partner's liability. —
1. Except as provided in subsection 2 of this section, all partners are liable jointly and severally for everything chargeable to the partnership pursuant to sections 358.130 and 358.140, and for all other debts and obligations of the partnership. Any partner may enter into a separate obligation to perform a partnership contract.
2. Subject to subsection 3 of this section, no partner in a registered limited liability partnership shall be liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for any debts, obligations and liabilities of, or chargeable to, the partnership or each other, whether in tort, contract or otherwise, which are incurred, created or assumed by such partnership while the partnership is a registered limited liability partnership.
3. Subsection 2 of this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligence, wrongful acts, omissions, misconduct or malpractice or the partner's liability for any taxes or fees administered by the department of revenue pursuant to chapter 143, 144 or 301, and any liabilities owed as determined by the division of employment security, pursuant to chapter 288, and any local taxes provided for in section 32.087.
4. A partner is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce obligations arising out of acts, omissions, malpractice or misconduct of the type described in subsection 2 of this section, unless the partner is personally liable pursuant to subsection 1 or 3 of this section.
5. A registered limited liability partnership may sue and be sued in its own name.
6. Venue of claims against registered limited liability partnerships shall be controlled pursuant to section 508.010 and, for purposes of venue, a registered limited liability partnership shall be deemed to be a citizen and resident of the county in which it has any office or agent for the transaction of its usual and customary business activities or in which its registered office or registered agent is located.
7. Service of process upon a registered limited liability partnership may be had by delivering a copy of the summons and petition to the partnership's registered agent, a partner, managing or general agent or by leaving the copies at any business office of the registered limited liability partnership with the person having charge thereof.
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(L. 1949 p. 506 § 15, A.L. 1961 p. 259, A.L. 1995 H.B. 558, A.L. 1996 H.B. 1368, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)
CROSS REFERENCE:
Suits on joint assumptions of copartners, 431.140
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.160 - Partner by estoppel.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
358.160. Partner by estoppel. —
1. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.
(1) When a partnership liability results, he is liable as though he were an actual member of the partnership;
(2) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
2. When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
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(L. 1949 p. 506 § 16)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.170 - Liability of incoming partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.170. Liability of incoming partner. —
A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
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(L. 1949 p. 506 § 17)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.180 - Rules determining rights and duties of partners.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1995
358.180. Rules determining rights and duties of partners. —
The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
(1) Each partner shall be repaid the partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and except as provided in subsection 2 of section 358.150, each partner must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to the partner's share in the profits;
(2) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or for the preservation of its business or property;
(3) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which the partner agreed to contribute, shall be paid interest from the date of the payment or advance;
(4) A partner shall receive interest on the capital contributed by the partner only from the date when repayment should be made;
(5) All partners have equal rights in the management and conduct of the partnership business;
(6) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for the partner's services in winding up the partnership affairs;
(7) No person can become a member of a partnership without the consent of all the partners; and
(8) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
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(L. 1949 p. 506 § 18, A.L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.190 - Partnership books.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.190. Partnership books. —
The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
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(L. 1949 p. 506 § 19)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.200 - Duty of partners to render information.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.200. Duty of partners to render information. —
Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.
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(L. 1949 p. 506 § 20)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.210 - Partner accountable as a fiduciary.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
358.210. Partner accountable as a fiduciary. —
1. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.
2. This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
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(L. 1949 p. 506 § 21)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.220 - Right to an account.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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;
(3) As provided by section 358.210;
(4) Whenever other circumstances render it just and reasonable.
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(L. 1949 p. 506 § 22)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.230 - Continuation of partnership beyond fixed term.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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 same as they were at such termination, so far as is consistent with a partnership at will.
2. A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
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(L. 1949 p. 506 § 23)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.240 - Extent of property rights of a partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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.
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(L. 1949 p. 506 § 24)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.250 - Nature of a partner's right in specific partnership property.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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 this law and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners.
(2) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.
(3) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(4) On the death of a partner his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.
(5) A partner's right in specific partnership property is not subject to dower, curtesy, or allowances to widows, heirs, or next of kin.
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(L. 1949 p. 506 § 25)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.260 - Nature of partner's interest in the partnership.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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.
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(L. 1949 p. 506 § 26)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.270 - Assignment of partner's interest.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
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 partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
2. In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.
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(L. 1949 p. 506 § 27)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.280 - Partner's interest subject to charging order.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
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 unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require.
2. The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution
(1) With separate property, by any one or more of the partners; or
(2) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
3. Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.
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(L. 1949 p. 506 § 28)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.290 - Dissolution defined.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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.
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(L. 1949 p. 506 § 29)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.300 - Partnership not terminated by dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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.
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(L. 1949 p. 506 § 30)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.310 - Causes of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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 particular undertaking is specified;
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking;
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;
(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;
(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
(4) By the death of any partner;
(5) By the bankruptcy of any partner or the partnership;
(6) By decree of court under section 358.320.
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(L. 1949 p. 506 § 31)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.320 - Dissolution by decree of court.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1983
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;
(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;
(4) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;
(5) The business of the partnership can only be carried on at a loss;
(6) Other circumstances render a dissolution equitable.
2. On the application of the purchaser of a partner's interest under sections 358.270 and 358.280:
(1) After the termination of the specified term or particular undertaking;
(2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
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(L. 1949 p. 506 § 32, A.L. 1983 S.B. 44 & 45)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.330 - General effect of dissolution on authority of partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
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 respect to the partners,
(a) When the dissolution is not by the act, bankruptcy or death of a partner; or
(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where section 358.340 so requires.
(2) With respect to persons not partners, as declared in section 358.350.
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(L. 1949 p. 506 § 33)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.340 - Right of partner to contribution from copartners after dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1995
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 for the partnership as if the partnership had not been dissolved unless:
(1) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;
(2) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or
(3) The liability is for a debt, obligation or liability for which the partner is not liable as provided in subsection 2 of section 358.150.
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(L. 1949 p. 506 § 34, A.L. 1995 H.B. 558)