reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.151 - Liability for false statement in certificate.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 01 Jan 1987, see footnote
359.151. Liability for false statement in certificate. —
If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
(1) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(2) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section 359.131.
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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 359.161 - Filing to be notice.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 1990
359.161. Filing to be notice. —
The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, and is notice of the matters included therein that are specified in subsection 1 of section 359.091 or that are included therein pursuant to any other section of this chapter.
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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 359.181 - When person becomes limited partner — admission of additional limited partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 1990
359.181. When person becomes limited partner — admission of additional limited partner. —
1. A person becomes a limited partner on the later of:
(1) The date the original certificate of limited partnership is filed; or
(2) The date stated in the records of the limited partnership as the date that person becomes a limited partner.
2. After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:
(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners;
(2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 359.431, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
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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 359.191 - Voting rights of limited partners.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.191. Voting rights of limited partners. —
Subject to section 359.201, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
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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 359.201 - Liability of limited partners to third parties.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 24 Jun 1997, see footnote
359.201. Liability of limited partners to third parties. —
A limited partner is not liable for the obligations of a limited partnership by reason of being a limited partner and does not become so by participating in the management or control of the business.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, 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 359.211 - Liability of person erroneously believing himself to be a limited partner — certificate of withdrawal.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 1990
359.211. Liability of person erroneously believing himself to be a limited partner — certificate of withdrawal. —
1. Except as provided in subsection 2 of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(2) Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.
2. A person who makes a contribution of the kind described in subsection 1 of this section is liable as a general partner to any third party who transacts business with the enterprise (1) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (2) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
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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 359.221 - Limited partners right to information.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.221. Limited partners right to information. —
Each limited partner has the right to:
(1) Inspect and copy any of the partnership records required to be maintained by section 359.051; and
(2) Obtain from the general partners from time to time upon reasonable demand:
(a) True and full information regarding the state of the business and financial condition of the limited partnership;
(b) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; and
(c) Other information regarding the affairs of the limited partnership as is just and reasonable.
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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 359.231 - Admission of additional general partners, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 1990
359.231. Admission of additional general partners, when. —
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the specific written consent of all partners.
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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 359.241 - Events of withdrawal.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.241. Events of withdrawal. —
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
(1) The general partner withdraws from the limited partnership as provided in section 359.331;
(2) The general partner ceases to be a member of the limited partnership as provided in section 359.411;
(3) The general partner is removed as a general partner in accordance with the partnership agreement;
(4) Unless otherwise provided in writing in the partnership agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated bankrupt or insolvent;
(d) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation;
(e) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(f) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;
(5) Unless otherwise provided in writing in the partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;
(6) In the case of a general partner who is a natural person:
(a) His death; or
(b) The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;
(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
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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 359.251 - Rights and liabilities of a general partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.251. Rights and liabilities of a general partner. —
1. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
2. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
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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 359.261 - Contributions of a general partner — one person both a general and limited partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.261. Contributions of a general partner — one person both a general and limited partner. —
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited 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 359.271 - Voting rights of general partners.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.271. Voting rights of general partners. —
The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.
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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 359.281 - Form of contribution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.281. Form of contribution. —
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
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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 359.291 - Liability for contribution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.291. Liability for contribution. —
1. No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in writing signed by the limited partner.
2. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership records required to be kept pursuant to section 359.051) of the stated contribution that has not been made.
3. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
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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 359.301 - Sharing of profits and losses.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 1990
359.301. Sharing of profits and losses. —
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value (as stated in the partnership records required to be kept pursuant to section 359.051) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
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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 359.311 - Sharing of distributions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 1990
359.311. Sharing of distributions. —
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value (as stated in the partnership records required to be kept pursuant to section 359.051) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
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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 359.321 - Interim distributions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.321. Interim distributions. —
Except as provided in sections 359.321 to 359.391, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
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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 359.331 - Withdrawal of a general partner — notice to other partners — breach of partnership agreement, setoff of damages, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 01 Jan 1987, see footnote
359.331. Withdrawal of a general partner — notice to other partners — breach of partnership agreement, setoff of damages, when. —
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
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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 359.341 - Withdrawal of a limited partner, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 20 May 1997, see footnote
359.341. Withdrawal of a limited partner, when. —
A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership agreement. The provisions of this section shall apply to all limited partnerships in existence on the effective date of this act.
*
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, 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 359.351 - Distribution upon withdrawal, when, how determined.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 24 Jun 1997, see footnote
359.351. Distribution upon withdrawal, when, how determined. —
Except as provided in sections 359.321 to 359.391, upon withdrawal any withdrawing partner is entitled to receive the distribution, if any, to which such partner is entitled under the partnership agreement. If the partnership agreement does not provide for a distribution to which a withdrawn partner is entitled, the withdrawn partner shall be an assignee of the withdrawn partner's interest but the partnership may thereafter purchase the withdrawn partner's interest in the partnership, for the fair value of the withdrawn partner's interest in the partnership as of the date of withdrawal based upon such withdrawn partner's right to share in distributions from the partnership as an ongoing business, at any time, upon thirty days' written notice from the partnership to the withdrawn partner, such withdrawn partner's personal representatives, successors or assigns.
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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 359.361 - Distribution in kind.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.361. Distribution in kind. —
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
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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 359.371 - Right to distribution, remedies.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 01 Jan 1987, see footnote
359.371. Right to distribution, remedies. —
At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
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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 359.381 - Limitation on distribution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 01 Jan 1987, see footnote
359.381. Limitation on distribution. —
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
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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 359.391 - Liability upon return of contribution — return received, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.391. Liability upon return of contribution — return received, when. —
1. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
2. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.
3. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value (as set forth in the partnership records required to be kept pursuant to section 359.051) of his contribution which has not been distributed to him.
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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 359.401 - Nature of partnership interest.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.401. Nature of partnership interest. —
A partnership interest is personal property.
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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 359.411 - Assignment of partnership interest — rights of assignee.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 01 Jan 1987, see footnote
359.411. Assignment of partnership interest — rights of assignee. —
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
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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 359.421 - Rights of judgment creditor of partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.421. Rights of judgment creditor of partner. —
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
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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 359.431 - Right of assignee to become limited partner, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 1990
359.431. Right of assignee to become limited partner, when. —
1. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2) All other partners consent.
2. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in section 359.391. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
3. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 359.151 and 359.291.
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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 359.441 - Power of estate of deceased or incapacitated partner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.441. Power of estate of deceased or incapacitated partner. —
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be mentally incapacitated to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
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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 359.451 - Dissolution of limited partnership, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 2000
359.451. Dissolution of limited partnership, when. —
A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:
(1) Upon the happening of events specified in the certificate of limited partnership;
(2) Upon the happening of events specified in writing in the partnership agreement;
(3) Written consent of all partners;
(4) An event of withdrawal of a general partner unless:
(a) There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner, alone or together with one or more new general partners, and that partner or those partners do so; or
(b) Within ninety days after the withdrawal, partners owning a majority of the profits interests and a majority of the capital interests held by all partners agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment of one or more additional general partners if necessary or desired; or
(5) Entry of a decree of judicial dissolution under section 359.461.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2000 S.B. 896)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.461 - Judicial dissolution — who may request — granted when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 01 Jan 1987, see footnote
359.461. Judicial dissolution — who may request — granted when. —
On application by or for a partner, the circuit court of the county of the principal place of business or of the registered office of the limited partnership may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
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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 359.471 - Winding up by partners, when — by circuit court, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 01 Jan 1987, see footnote
359.471. Winding up by partners, when — by circuit court, when. —
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court of the county of the principal place of business or of the registered office of the limited partnership may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
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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 359.481 - Distribution of assets upon winding up — priorities — disposal of unknown claims.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 2000
359.481. Distribution of assets upon winding up — priorities — disposal of unknown claims. —
1. Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 359.321 or 359.351;
(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 359.321 or 359.351; and
(3) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
2. A dissolved limited partnership may dispose of the unknown claims against it by filing a notice of winding up in accordance with this subsection. The notice of winding up shall meet all of the following requirements:
(1) Be published one time in a newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is or was last located;
(2) Be published one time in the Missouri Register;
(3) Be published one time in a publication of statewide circulation whose audience is primarily persons engaged in the practice of law in this state and which is published not less than four times per year;
(4) Contain a request that persons with claims against the partnership present them in accordance with the notice of winding up;
(5) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(6) State that a claim against the partnership will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
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(L. 1985 H.B. 512 & 650, A.L. 2000 S.B. 896)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.491 - Foreign limited partnerships, law governing.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 01 Jan 1987, see footnote
359.491. Foreign limited partnerships, law governing. —
Subject to the constitution of this state:
(1) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
(2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
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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 359.501 - Registration with secretary of state — form — contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
• Effective - 28 Aug 2004
359.501. Registration with secretary of state — form — contents. —
Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state an application for registration as a foreign limited partnership, signed by a general partner and setting forth:
(1) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
(2) The state and date of its formation;
(3) The name and address of its registered agent and registered office in this state which office and agent shall be subject to the same rights and limitations as provided in section 359.041;
(4) A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subdivision (3) of this section or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;
(5) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
(6) The name and business address of each general partner;
(7) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled; and
(8) The application shall include 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 whose laws it is registered, such document should be dated within sixty calendar days from filing for acceptance.
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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 359.511 - Issuance of registration — duties of secretary of state.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.511. Issuance of registration — duties of secretary of state. —
1. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:
(1) Endorse on each copy of the application the word "Filed", and the month, day and year of the filing thereof;
(2) File in his office an original of the application; and
(3) Issue a certificate of registration to transact business in this state.
2. The certificate of registration, together with a duplicate original or a copy of the original of the application, shall be returned to the person who filed the application or his representative.
­­--------
(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 359.521 - Names of foreign limited partnership regulated.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.521. Names of foreign limited partnership regulated. —
A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that could be registered by a domestic limited partnership.
­­--------
(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 359.531 - Changes and amendments in registration, when, contents — foreign certification included — fee.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 2004
359.531. Changes and amendments in registration, when, contents — foreign certification included — fee. —
1. A foreign limited partnership authorized to transact business in this state shall obtain an amended certificate of registration from the secretary of state if it changes:
(1) The name of the limited partnership;
(2) The state or country of its registration;
(3) The address of the office required to be maintained in the state of its organization by the laws of that state or if not so required of the principal office of the foreign limited partnership;
(4) The name and business address of any general partner; and
(5) The address of the office at which is kept a list of the names and addresses and capital contributions of the limited partners.
2. The amendment shall include 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, such document should be dated within sixty calendar days from filing for acceptance.
3. The fee for filing an amended certificate of registration shall be twenty dollars.
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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 359.541 - Cancellation of registration — authority of secretary to accept service of process.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 28 Aug 2004
359.541. Cancellation of registration — authority of secretary to accept service of process. —
A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed
*
by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this state.
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(L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)
*Word "to" appears in original rolls.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.561 - Secretary of state may seek injunction.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.561. Secretary of state may seek injunction. —
The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.
­­--------
(L. 1985 H.B. 512 & 650)
Effective 1-01-87
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.571 - Right to bring a derivative action.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.571. Right to bring a derivative action. —
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
­­--------
(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 359.581 - Proper plaintiff.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.581. Proper plaintiff. —
In a derivative action, the plaintiff must be a partner at the time of bringing the action and:
(1) At the time of the transaction of which he complains; or
(2) His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
­­--------
(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 359.591 - Pleading to contain statement of request to general partner to initiate action.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.591. Pleading to contain statement of request to general partner to initiate action. —
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
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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 359.601 - Court may award plaintiff expenses, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.601. Court may award plaintiff expenses, when. —
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
­­--------
(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 359.611 - Rules of construction.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.611. Rules of construction. —
This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
­­--------
(L. 1985 H.B. 512 & 650)
Effective 1-01-87
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.621 - Title.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.621. Title. —
This act
*
may be cited as the "Missouri Revised Uniform Limited Partnership Act".
­­--------
(L. 1985 H.B. 512 & 650)
Effective 1-01-87
*"This act" (H.B. 512 & 650, 1985) contained numerous sections. Consult Disposition of Sections table for a definitive listing.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 359 - Uniform Limited Partnership Law › Section 359.631 - Severability of sections.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 359
Effective - 01 Jan 1987, see footnote
359.631. Severability of sections. —
If any provision of this act
*
or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this act
*
which can be given effect without the invalid provision or application, and to this end the provisions of this act
*
are severable.
­­--------
(L. 1985 H.B. 512 & 650)
Effective 1-01-87
*"This act" (H.B. 512 & 650, 1985) contained numerous sections. Consult Disposition of Sections table for a definitive listing.