reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.350 - Power of partner to bind partnership to third persons after dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
358.350. Power of partner to bind partnership to third persons after dissolution. —
1. After dissolution a partner can bind the partnership, except as provided in subsection 3,
(1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(2) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction
(a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(b) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business was regularly carried on.
2. The liability of a partner under subdivision (2) of subsection 1 of this section shall be satisfied out of partnership assets alone when such partner had been prior to dissolution
(1) Unknown as a partner to the person with whom the contract is made; and
(2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
3. The partnership is in no case bound by any act of a partner after dissolution
(1) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(2) Where the partner has become bankrupt; or
(3) Where the partner has no authority to wind up partnership affairs; except by a transaction with one who
(a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
(b) Had not extended credit to the partnership prior to dissolution and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (b) of subdivision (2) of subsection 1.
4. Nothing in this section shall affect the liability under section 358.160 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.
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(L. 1949 p. 506 § 35)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.360 - Effect of dissolution of partner's existing liability.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1995
358.360. Effect of dissolution of partner's existing liability. —
1. The dissolution of the partnership does not of itself discharge the existing liability of any partner.
2. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself or herself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
3. Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
4. The individual property of a deceased partner shall be liable for all obligations of the partnership incurred while the partner was a partner and for which the partner was liable under section 358.150, but subject to the prior payment of the partner's separate debts.
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(L. 1949 p. 506 § 36, A.L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.370 - Right to wind up.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.370. Right to wind up. —
Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court.
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(L. 1949 p. 506 § 37)
CROSS REFERENCE:
Accounting and settlement with deceased partner's estate, 473.220 to 473.230
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.380 - Rights of partners to application of partnership property.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1949
358.380. Rights of partners to application of partnership property. —
1. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under subsection 2 of section 358.360, he shall receive in cash only the net amount due him from the partnership.
2. When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:
(1) Each partner who has not caused dissolution wrongfully shall have
(a) All the rights specified in subsection 1 of this section; and
(b) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.
(2) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under paragraph (b) of subdivision (1) of subsection 2 of this section, and in like manner indemnify him against all present or future partnership liabilities.
(3) A partner who has caused the dissolution wrongfully shall have:
(a) If the business is not continued under the provisions of subdivision (2) of subsection 2 all the rights of a partner under subsection 1, subject to paragraph (b) of subdivision (1) of subsection 2, of this section;
(b) If the business is continued under subdivision (2) of subsection 2 of this section the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interests in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.
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(L. 1949 p. 506 § 38)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.390 - Rights where partnership is dissolved for fraud or misrepresentation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.390. Rights where partnership is dissolved for fraud or misrepresentation. —
Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled,
(1) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and
(2) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
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(L. 1949 p. 506 § 39)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.400 - Rules for distribution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1995
358.400. Rules for distribution. —
In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:
(1) The assets of the partnership are:
(a) The partnership property; and
(b) The contributions of the partners specified in subdivision (4) of this section.
(2) The liabilities of the partnership shall rank in order of payment, as follows:
(a) Those owing to creditors other than partners;
(b) Those owing to partners other than for capital and profits;
(c) Those owing to partners in respect of capital;
(d) Those owing to partners in respect of profits.
(3) The assets shall be applied in the order of their declaration in subdivision (1) of this section to the satisfaction of the liabilities.
(4) Except as provided in subsection 2 of section 358.150:
(a) The partners shall contribute as provided by subdivision (1) of section 358.180 the amount necessary to satisfy the liabilities; and
(b) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
(5) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in subdivision (4) of this section.
(6) Any partner or the partner's legal representative shall have the right to enforce the contributions specified in subdivision (4) of this section, to the extent of the amount which the partner has paid in excess of the partner's share of the liability.
(7) The individual property of a deceased partner shall be liable for the contributions specified in subdivision (4) of this section.
(8) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
(9) Where a partner has become bankrupt or the partner's estate is insolvent the claims against the partner's separate property shall rank in the following order:
(a) Those owing to separate creditors;
(b) Those owing to partnership creditors;
(c) Those owing to partners by way of contribution.
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(L. 1949 p. 506 § 40, A.L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.420 - Rights of retiring or estate of deceased partner when the business is continued.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.420. Rights of retiring or estate of deceased partner when the business is continued. —
When any partner retires or dies, and the business is continued under any of the conditions set forth in subsections 1, 2, 3, 4, 5, and 6 of section 358.410, or subdivision (2) of subsection 2 of section 358.380 without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by subsection 8 of section 358.410.
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(L. 1949 p. 506 § 42)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.430 - Accrual of actions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1949
358.430. Accrual of actions. —
The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
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(L. 1949 p. 506 § 43)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.450 - Registered limited liability partnership, L.L.P. or LLP to be used as last words or letters in partnership name.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1995
358.450. Registered limited liability partnership, L.L.P. or LLP to be used as last words or letters in partnership name. —
1. The name of a partnership registered pursuant to section 358.440 and the name of a foreign registered limited liability partnership doing business in this state shall contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.
2. The name of a registered limited liability partnership or foreign registered limited liability partnership shall be such as to distinguish it upon the records in the office of the secretary of state from the name of any corporation, limited partnership, limited liability company, business trust, registered limited liability partnership or foreign registered limited liability partnership reserved, registered, formed or organized under the laws of this state or qualified to do business or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in this state; provided, however, that a registered limited liability partnership or foreign registered limited liability partnership may register under any name which is not such as to distinguish it upon the records in the office of the secretary of state from the name of any domestic or foreign corporation, limited partnership, limited liability company, business trust or registered limited liability partnership or foreign registered limited liability partnership reserved, registered, formed or organized under the laws of this state with the written consent of the other corporation, limited partnership, limited liability company, business trust or registered limited liability partnership or foreign registered limited liability partnership, which written consent shall be filed with the secretary of state.
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(L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.460 - Reservation of exclusive right to use of a name, procedure to reserve, time period — fee — transfer of name permitted — cancellation, procedure, fee.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 2004
358.460. Reservation of exclusive right to use of a name, procedure to reserve, time period — fee — transfer of name permitted — cancellation, procedure, fee. —
1. The exclusive right to the use of a name of a registered limited liability partnership or foreign registered limited liability partnership may be reserved by:
(1) Any person intending to become a registered limited liability partnership or foreign registered limited liability partnership under this chapter and to adopt that name; and
(2) Any registered limited liability partnership or foreign registered limited liability partnership which proposes to change its name.
2. The reservation of a specified name shall be made by filing with the secretary of state an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the secretary of state finds that the name is available for use by a registered limited liability partnership or foreign registered limited liability partnership, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of sixty days. A name reservation shall not exceed a period of one hundred eighty days from the date of the first name reservation application. Upon the one hundred eighty-first day the name shall cease reserve status and shall not be placed back in such status. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be cancelled by filing with the secretary of state a notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
3. A fee in the amount of twenty-five dollars shall be paid to the secretary of state upon receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancellation pursuant to this section. All moneys from the payment of this fee shall be deposited into the general revenue fund.
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(L. 1995 H.B. 558, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.480 - Filing with secretary of state becomes notice of all facts in applications, renewals or certificate of amendment.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1995
358.480. Filing with secretary of state becomes notice of all facts in applications, renewals or certificate of amendment. —
The fact that an application, a renewal application, a certificate of amendment of an application, or a renewal application is on file in the office of the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the renewal application or certificate of amendment of an application or a renewal application.
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(L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.490 - Fees charged for copies of partnership papers filed with secretary of state — certificate of good standing of partnership may be issued by secretary of state, fee.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 2004
358.490. Fees charged for copies of partnership papers filed with secretary of state — certificate of good standing of partnership may be issued by secretary of state, fee. —
1. A fee in the amount of five dollars shall be paid to the secretary of state for a certified copy of any paper on file as provided for by this chapter in a written electronic format. One dollar for each additional page shall be paid to the secretary of state for written requests. Moneys from such fees shall be paid into the general revenue fund.
2. The secretary of state may issue certificates of good standing relating to the registered limited liability partnerships in a written or electronic format for a fee in the amount of five dollars, except that for issuing an abstract that recites all of the registered limited liability partnership's filings with the secretary of state, a fee of five dollars shall be paid to the secretary of state.
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(L. 1995 H.B. 558, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.500 - Legal existence of a registered limited liability partnership to be recognized — partnership formed in other jurisdictions, effect.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1995
358.500. Legal existence of a registered limited liability partnership to be recognized — partnership formed in other jurisdictions, effect. —
1. A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by the laws of this state may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.
2. The legal existence of a registered limited liability partnership formed pursuant to an agreement governed by the laws of this state shall be recognized outside this state and the laws of this state governing such a registered limited liability partnership shall be granted full faith and credit under the Constitution of the United States.
3. The internal affairs of a partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by the laws of this state, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state.
4. The internal affairs of a partnership, including a limited liability partnership, formed pursuant to an agreement governed by the laws of another jurisdiction, including the liability of partners for debts, obligations and liabilities of, or chargeable to the partnership, shall be subject to, and governed by, the laws of such other jurisdiction.
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(L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.501 - Additional five dollars on every fee charged to partnership collected by secretary of state, where deposited.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
• Effective - 28 Aug 1995
358.501. Additional five dollars on every fee charged to partnership collected by secretary of state, where deposited. —
The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter relating to limited liability partnerships. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary of state's technology trust fund account.
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(L. 1995 H.B. 558)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 358 - Uniform Partnership Law › Section 358.510 - Domestic limited partnership may become a registered limited liability limited partnership by compliance with requirements, effect — foreign limited partnerships, registration, effect.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 358
Effective - 28 Aug 1998
358.510. Domestic limited partnership may become a registered limited liability limited partnership by compliance with requirements, effect — foreign limited partnerships, registration, effect. —
1. A domestic limited partnership may become a registered limited liability limited partnership by complying with the applicable provisions of the Missouri uniform limited partnership act, chapter 359, and by registering as a registered limited liability limited partnership under this chapter. A general partner in a limited partnership that has so registered as a registered limited liability limited partnership shall be accorded all the limited liability protection of a partner in a general partnership registered as a registered limited liability partnership under this chapter.
2. A foreign limited partnership that may register as a limited liability limited partnership or its equivalent pursuant to the laws of the jurisdiction of its formation, and has so registered in such jurisdiction, may become a registered limited liability limited partnership by complying with the applicable provisions of chapter 359 and by registering as a registered limited liability limited partnership pursuant to this chapter. A general partner in a foreign limited partnership that has registered as a registered limited liability limited partnership shall have the same limited liability protection as a partner in a registered limited liability partnership pursuant to the laws of such foreign jurisdiction.
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(L. 1995 H.B. 558, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 1998 H.B. 1228 merged with S.B. 680 merged with S.B. 844)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.011 - Definitions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 24 Jun 1997, see footnote
359.011. Definitions. —
As used in this chapter, the following terms mean:
(1)
"Certificate of limited partnership"
, the certificate referred to in section 359.091, and the certificate as amended or restated;
(2)
"Contribution"
, any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;
(3)
"Event of withdrawal of a general partner"
, an event that causes a person to cease to be a general partner as provided in section 359.241;
(4)
"Foreign limited partnership"
, a partnership formed under the laws of any country or of any state other than this state and having as partners one or more general partners and one or more limited partners;
(5)
"General partner"
, a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;
(6)
"Limited partner"
, a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;
(7)
"Limited partnership"
and
"domestic limited partnership"
, a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners;
(8)
"Partner"
, a limited or general partner;
(9)
"Partnership agreement"
, any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;
(10)
"Partnership interest"
, a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;
(11)
"Person"
, a natural person, partnership, limited partnership (domestic or foreign), domestic or foreign limited liability company, trust, estate, association, or corporation;
(12)
"Registered limited liability limited partnership"
, a limited partnership complying with section 359.172;
(13)
"State"
, a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.021 - Name of limited partnership regulated.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 2004
359.021. Name of limited partnership regulated. —
The name of each limited partnership as set forth in its certificate of limited partnership:
(1) Shall contain the words "limited partnership" or the abbreviation "LP" or "L.P.";
(2) May not contain the name of a limited partner unless:
(a) It is also the name of a general partner or the corporate name of a corporate general partner; or
(b) The business of the limited partnership has been carried on under that name before the admission of that limited partner;
(3) Shall be distinguishable from the name of any domestic corporation, limited partnership, limited liability partnership, or limited liability limited partnership, or limited liability company existing under the law of this state or any foreign corporation, foreign limited partnership, foreign limited liability partnership, or foreign limited liability limited partnership, or foreign limited liability company authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved in the manner provided in this chapter or any other business entity organized, reserved, or registered under the laws of this state. If the name is the same, a word must be added to make such name distinguishable from the name of such other corporation, limited liability company, limited liability partnership, or limited liability limited partnership, or limited partnership;
(4) May not contain the following words: "corporation", "incorporated", or an abbreviation of one of such words;
(5) May not contain any word or phrase which indicates or implies that it is a governmental agency.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20, A.L. 1998 H.B. 1228 merged with S.B. 680 merged with S.B. 844, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.031 - Reservation of right to exclusive use of name.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 2004
359.031. Reservation of right to exclusive use of name. —
1. The exclusive right to the use of a name may be reserved by:
(1) Any person intending to organize a limited partnership under this chapter and to adopt that name;
(2) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
(3) Any foreign limited partnership intending to register in this state and adopt that name; and
(4) Any person intending to organize a foreign limited partnership and intending to have it register in this state and adopt that name.
2. The reservation shall be made by filing with the secretary of state an application, in a form prescribed by the secretary of state, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is not registered with the secretary of state as a fictitious name pursuant to section 417.210, as a corporation name or a limited partnership name, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of sixty days. A name reservation shall not exceed a period of one hundred eighty days from the date of the first name reservation application. Upon the one hundred eighty-first day the name shall cease reserve status and shall not be placed back in such status. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
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(L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.051 - Records to be kept.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.051. Records to be kept. —
1. Each limited partnership shall keep the following:
(1) A current and a past list of the full name and last known mailing address of each partner, specifying the general partners and the limited partners, in alphabetical order;
(2) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(3) Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years;
(4) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years;
(5) Unless contained in a written partnership agreement, a writing setting out:
(a) The amount of cash and a statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(b) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(c) Any right of a partner to receive, or a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(d) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
2. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours. The secretary of state may request in writing that the limited partnership forward to him a complete copy of the current or past or both partnership lists kept under this section without cost to the secretary of state.
3. Any general partner of a limited partnership may be individually subject to the following sanctions if the general partner fails to deliver the partnership list to the secretary of state's office within twenty days after receiving the written demand for such list:
(1) Assessed a civil penalty in the amount of fifty dollars a day for each day the list has not been delivered to the secretary of state but not to exceed ten thousand dollars;
(2) Prosecuted criminally with any resulting conviction being deemed a class A misdemeanor.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.061 - Nature of business.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 24 Jun 1997, see footnote
359.061. Nature of business. —
A limited partnership may be organized pursuant to this chapter to conduct or promote any lawful business or purpose within this state or any other jurisdiction.
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(L. 1985 H.B. 512 & 650, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.071 - Business transactions of partner with the limited partnership.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.071. Business transactions of partner with the limited partnership. —
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
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(L. 1985 H.B. 512 & 650)
Effective 1-01-87
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.081 - Limited partnership shall sue and be sued.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 1990
359.081. Limited partnership shall sue and be sued. —
A limited partnership shall, in the partnership name, sue and be sued, complain and defend in any court of law or equity.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.091 - Certificate of limited partnership — filed with secretary of state — contents — formation date, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 2000
359.091. Certificate of limited partnership — filed with secretary of state — contents — formation date, when. —
1. In order to form a limited partnership, a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth:
(1) The name of the limited partnership;
(2) The address of the registered office and the name of the registered agent at such office;
(3) The name and the mailing address of each general partner;
(4) The events, if any on which the limited partnership is to dissolve or the number of years the limited partnership is to continue, which may be any number or perpetual;
(5) Any other matters the general partners determine to include therein.
2. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any other time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 2000 S.B. 896)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.101 - Amendments to certificate — contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.101. Amendments to certificate — contents. —
1. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth:
(1) The name of the limited partnership;
(2) The date of filing the certificate;
(3) The amendment to the certificate; and
(4) The effective date, if any, as provided in subsection 2 of section 359.141.
2. Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
(1) The admission of a new general partner;
(2) The withdrawal of a general partner;
(3) The continuation of the business under section 359.451 after an event of withdrawal of a general partner.
3. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
4. Except as otherwise provided in the partnership agreement, a certificate of limited partnership may be amended at any time for any other proper purpose the partners determine.
5. No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection 2 of this section if the amendment is filed within the thirty-day period specified in subsection 2 of this section.
6. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.111 - Cancellation of certificate, when — contents of certificate of cancellation — filed with secretary of state.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.111. Cancellation of certificate, when — contents of certificate of cancellation — filed with secretary of state. —
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:
(1) The name of the limited partnership;
(2) The date of filing of its certificate of limited partnership;
(3) The reason for filing the certificate of cancellation;
(4) The effective date as provided in subsection 2 of section 359.141 (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and
(5) Any other information the general partners filing the certificate determine.
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(L. 1985 H.B. 512 & 650)
Effective 1-01-87
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.121 - Execution of certificate.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 2004
359.121. Execution of certificate. —
1. Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner:
(1) An original certificate of limited partnership must be signed by all general partners;
(2) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner;
(3) A certificate of cancellation must be signed by all general partners.
2. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
3. The execution of a certificate by a general partner constitutes an affirmation under the penalties of section 575.040 that the facts stated therein are true.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.131 - Proceeding to direct execution of certificate.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.131. Proceeding to direct execution of certificate. —
If a person required by section 359.121 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court of the county of the principal place of business or of the registered office of the limited partnership to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.141 - Filing with secretary of state — duties of secretary — effective date of filing.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 2004
359.141. Filing with secretary of state — duties of secretary — effective date of filing. —
1. An original copy of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law, he shall:
(1) Endorse on the document the word "Filed" and the day, month and year of the filing thereof;
(2) File the original in his office; and
(3) Return a copy to the person who filed it or his representative.
2. Upon the filing of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled; however, any such certificate of amendment or cancellation may provide that it is not to become effective until a specified date after its filing date, but such date shall not be more than ninety days after its filing date and the certificate issued by the secretary of state shall indicate such defined effective date.
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(L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.145 - Statement of correction authorized, when — contents — effective date — fee — required signature.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 2004
359.145. Statement of correction authorized, when — contents — effective date — fee — required signature. —
1. A domestic or foreign limited partnership may file a statement of correction in a format prescribed by the secretary of state, if the document contains an incorrect statement as of the date such document was filed.
2. The statement of correction shall:
(1) State the name of the limited partnership;
(2) State the type of document being corrected;
(3) State the name of the jurisdiction under the law of organization;
(4) Describe the incorrect statement and the reason for the correction;
(5) If the correction is for a foreign limited partnership with regard to an incorrect name, provide a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of the records in the state or country under whose laws it is registered.
3. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons articles of correction are effective when filed.
4. The secretary of state shall collect a filing fee of five dollars upon filing the statement of correction.
5. The statement of correction shall be signed by an authorized person of the limited liability partnership.
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(L. 2004 H.B. 1664)