Missouri Revised Statutes

Chapter 359
Uniform Limited Partnership Law

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Definitions.

359.011. 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.

(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)

Name of limited partnership regulated.

359.021. 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.

(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)

Reservation of right to exclusive use of name.

359.031. 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.

(L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)

Registered agent and registered office--procedure for changing,filed by limited partnership, filed by registered agent--effectivewhen--failure to maintain, effect.

359.041. 1. Each limited partnership shall continuously maintain in this state:

(1) A registered office which may be, but need not be, a place of its business in this state; and

(2) A registered agent for service of process on the limited partnership, which agent may be either an individual, resident in this state, whose business office is identical with such registered office, or a domestic corporation or a foreign corporation authorized to do business in this state, whose business office is identical with such registered office.

2. A limited partnership may from time to time change the address of its registered office. A limited partnership shall change its registered agent if the office of registered agent shall become vacant for any reason, if its registered agent becomes disqualified or incapacitated to act, or if the limited partnership revokes the appointment of its registered agent. A limited partnership may change the address of its registered office or change its registered agent, or both, by filing in the office of the secretary of state, on a form approved by the secretary of state, a statement setting forth:

(1) The name of the limited partnership;

(2) The address, including street and number, if any, of its then registered office;

(3) If the address of its registered office be changed, the address, including street and number, if any, to which the registered office is to be changed;

(4) The name of its then registered agent;

(5) If its registered agent be changed, the name of its successor registered agent and the successor registered agent's written consent to the appointment either on the statement or attached thereto;

(6) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and

(7) That such change was authorized by the limited partnership.

3. Such statement shall be executed in duplicate by the limited partnership by a general partner, and delivered to the secretary of state. The execution of such a statement by a general partner constitutes an affirmation under the penalties of section 575.040 that the facts stated therein are true. If the secretary of state finds that such statement conforms to the provisions of this chapter, the secretary of state shall file the same, keeping the original and returning the other copy to the limited partnership or to its representative.

4. The change of address of the registered office, or the change of the registered agent, or both, as the case may be, shall become effective upon the filing of such statement by the secretary of state. The location or residence of any limited partnership shall be deemed for all purposes to be in the county where its registered office is maintained.

5. If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited partnership for which he is the registered agent by notifying the limited partnership in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection 2 of this section and recites that the limited partnership has been notified of the change. The change of address of the registered office shall become effective upon the filing of the statement to the secretary of state.

6. In the event that a limited partnership shall fail to appoint or maintain a registered agent in this state, then the secretary of state, as long as such default exists, shall be automatically appointed as an agent of such limited partnership upon whom any process, notice, or demand required or permitted by law to be served upon the limited partnership may be served. Service on the secretary of state of any process, notice or demand against a limited partnership shall be made by delivering to and leaving with the secretary of state, or with any clerk having charge of the limited partnership department of the secretary of state's office, a copy of such process, notice or demand. In the event that any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately cause a copy thereof to be forwarded by registered mail, addressed to the limited partnership at its registered office in this state. Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited partnership in any other manner now or hereafter permitted by law.

(L. 1985 H.B. 512 & 650, A.L. 1998 S.B. 844, A.L. 2004 H.B. 1664)

Records to be kept.

359.051. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Nature of business.

359.061. A limited partnership may be organized pursuant to this chapter to conduct or promote any lawful business or purpose within this state or any other jurisdiction.

(L. 1985 H.B. 512 & 650, A.L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655)

5-20-97 (S.B. 170)

Business transactions of partner with the limited partnership.

359.071. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Limited partnership shall sue and be sued.

359.081. A limited partnership shall, in the partnership name, sue and be sued, complain and defend in any court of law or equity.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Certificate of limited partnership--filed with secretary ofstate--contents--formation date, when.

359.091. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 2000 S.B. 896)

Amendments to certificate--contents.

359.101. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Cancellation of certificate, when--contents of certificate ofcancellation--filed with secretary of state.

359.111. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Execution of certificate.

359.121. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 2004 H.B. 1664)

Proceeding to direct execution of certificate.

359.131. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Filing with secretary of state--duties of secretary--effectivedate of filing.

359.141. 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.

(L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)

Statement of correction authorized, when--contents--effectivedate--fee--required signature.

359.145. 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.

(L. 2004 H.B. 1664)

Liability for false statement in certificate.

359.151. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Filing to be notice.

359.161. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Merger of domestic limited partnership--filing required, effectivedate--articles of merger or consolidation required, when, contents,secretary of state agent for service of process--effect of merger.

359.165. 1. Pursuant to an agreement of merger or consolidation, a domestic limited partnership may merge or consolidate with or into one or more limited partnerships formed under the laws of this state or any other jurisdiction, with such limited partnership as the agreement shall provide being the surviving or resulting limited partnership. A domestic limited partnership may merge or consolidate with one or more domestic or foreign general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities at least one of which is not a limited partnership, as provided in sections 347.700 to 347.735.

2. The agreement of merger or consolidation shall be approved by the number or percentage of general and limited partners specified in the partnership agreement. If the partnership agreement fails to specify the required partner approval for merger or consolidation of the limited partnership, then the agreement of merger or consolidation shall be approved by that number or percentage of general and limited partners specified by the partnership agreement to approve an amendment to the partnership agreement. However, if the merger effects a change for which the partnership agreement requires a greater number or percentage of general and limited partners than that required to amend the partnership agreement, then the merger or consolidation shall be approved by that greater number or percentage. If the partnership agreement contains no provision specifying the vote required to amend the partnership agreement, then the agreement of merger must be approved by all the general and limited partners.

3. In the case of a merger or consolidation of one or more domestic limited partnerships into a surviving limited partnership, the surviving limited partnership shall file articles of merger or consolidation with the secretary of state setting forth:

(1) The name of each party to the merger or consolidation;

(2) The effective date of the merger or consolidation which shall be the date the articles of merger or consolidation are filed with the secretary or on a later date set forth in the articles of merger or consolidation not to exceed ninety days after the filing date;

(3) The name of the surviving limited partnership in a merger or the new limited partnership in a consolidation and the state of its formation;

(4) A statement that the merger or consolidation was authorized and approved by the partners of each party to the merger or consolidation in accordance with the laws of the jurisdiction where it was organized;

(5) If applicable, the address of the registered office and the name of the registered agent at such office for the surviving or new limited partnership;

(6) In the case of a merger in which a domestic limited partnership is the surviving entity, such amendments or changes to the certificate of limited partnership of the surviving limited partnership as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the certificate of limited partnership of the surviving limited partnership shall not be amended or changed as a result of the merger;

(7) In the case of a consolidation in which a domestic limited partnership is the continuing limited partnership, the certificate of limited partnership of the new domestic limited partnership shall be set forth in an attachment to the certificate of consolidation;

(8) A statement that the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or new limited partnership, stating the address of such place of business; and

(9) A statement that a copy of the agreement of merger or consolidation will be furnished by the surviving or new limited partnership, on request and without cost, to any partner of any entity that is a party to the merger or consolidation.

4. The certificate of merger or consolidation shall be executed by at least one general partner of each domestic limited partnership and one authorized agent, or its equivalent, for the other party to the merger or consolidation who is duly authorized to execute such notice.

5. In the case of a merger of one or more domestic limited partnerships into a surviving limited partnership, the certificate of limited partnership of the surviving domestic limited partnership shall be amended to the extent provided in the articles of merger and the certificates of limited partnership of each other domestic limited partnership shall be deemed cancelled by the filing of the articles of merger with the secretary of state.

6. If, following a merger or consolidation of one or more domestic limited partnerships and one or more limited partnerships formed under the laws of any state, the surviving or resulting limited partnership is not a domestic limited partnership, there shall be attached to the articles of merger or consolidation filed pursuant to subsection 3 of this section a certificate executed by the surviving or resulting limited partnership, stating that such surviving or resulting limited partnership may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of such domestic limited partnership, irrevocably appointing the secretary of state as such surviving or resulting limited partnership's agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to such surviving or resulting limited partnership to the secretary of state.

7. When the articles of merger or consolidation required by subsection 3 of this section shall have become effective, for all purposes of the laws of this state, all of the rights, privileges, franchises and powers of each of the limited partnerships that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships, as well as all other things and causes of action belonging to each of such limited partnerships shall be vested in the surviving or resulting limited partnership, and shall thereafter be the property of the surviving or resulting limited partnership as they were of each of the limited partnerships that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this state, in any such limited partnerships, shall not revert or be in any way impaired by reason of this section; but all rights of creditors and all liens upon any property of any of such limited partnerships shall be preserved unimpaired, and all debts, liabilities and duties of each of the limited partnerships that have merged or consolidated shall thenceforth attach to the surviving or resulting limited partnership, and may be enforced against such surviving or resulting limited partnership to the same extent as if such debts, liabilities and duties had been incurred or contracted by such surviving or resulting limited partnership.

(L. 1993 S.B. 66 & 20, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)

Registered limited liability limited partnership, requirements,failure to file timely amendment to certificate, penalty.

359.172. 1. To become and to continue as a registered limited liability limited partnership, a limited partnership shall, in addition to complying with the requirements of this chapter:

(1) File an application or a renewal application, as the case may be, as provided in section 358.440, as permitted by the limited partnership's partnership agreement or, if the limited partnership's partnership agreement does not provide for the limited partnership's becoming a registered limited liability limited partnership, with the approval by all general partners and the limited partners, or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners in each class or group, as appropriate;

(2) Comply with sections 358.440 to 358.501; and

(3) Have as the last words or letters of its name the words "Registered Limited Liability Limited Partnership", or the abbreviation "L.L.L.P.", or the designation "LLLP".

2. In applying sections 358.440 to 358.501 to a limited partnership:

(1) An application to become a registered limited liability limited partnership, a renewal application to continue as a registered limited liability limited partnership, a certificate of amendment of an application or a renewal application, or a withdrawal notice of an application or a renewal application shall be executed by at least one general partner of the limited partnership; and

(2) All references to partners mean general partners only.

3. If a limited partnership is a registered limited liability limited partnership, its partners who are liable for the debts, liabilities and other obligations of the limited partnership shall have the limitation on liability afforded to partners of registered limited liability partnerships pursuant to chapter 358.

4. The filing of an application to become a registered limited liability limited partnership shall constitute the filing of an amendment to the limited partnership's certificate of limited partnership for the purposes of causing the name of the limited partnership to comply with the provisions of subdivision (3) of subsection 1 of this section. In the event a limited partnership ceases to be registered in this state as limited liability limited partnership for any reason, the limited partnership shall, within ninety days thereafter, file an amendment to its certificate of limited partnership correcting the designation set forth in subdivision (3) of subsection 1 of this section. In the event the limited partnership fails to timely file an amendment to its certificate of limited partnership as required pursuant to this subsection, the general partners in office at such time may be individually subject to a civil penalty in the amount of ten dollars per month for each month the amendment has not been timely filed, but not to exceed ten thousand dollars, such penalty to be assessed and collected by the secretary, and prosecuted criminally pursuant to section 359.691 with any resulting conviction being a class B misdemeanor and the secretary shall be authorized to file a notice to change the name of the limited partnership to remove the designation required pursuant to subsection 1 of this section.

(L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)

When person becomes limited partner--admission of additional limitedpartner.

359.181. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Voting rights of limited partners.

359.191. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Liability of limited partners to third parties.

359.201. 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.

(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)

Liability of person erroneously believing himself to be a limitedpartner--certificate of withdrawal.

359.211. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Limited partners right to information.

359.221. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Admission of additional general partners, when.

359.231. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Events of withdrawal.

359.241. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Rights and liabilities of a general partner.

359.251. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Contributions of a general partner--one person both a generaland limited partner.

359.261. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Voting rights of general partners.

359.271. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Form of contribution.

359.281. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Liability for contribution.

359.291. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Sharing of profits and losses.

359.301. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Sharing of distributions.

359.311. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Interim distributions.

359.321. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Withdrawal of a general partner--notice to other partners--breach ofpartnership agreement, setoff of damages, when.

359.331. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Withdrawal of a limited partner, when.

359.341. 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.*

(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)

Distribution upon withdrawal, when, how determined.

359.351. 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.

(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)

Distribution in kind.

359.361. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Right to distribution, remedies.

359.371. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Limitation on distribution.

359.381. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Liability upon return of contribution--return received, when.

359.391. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Nature of partnership interest.

359.401. A partnership interest is personal property.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Assignment of partnership interest--rights of assignee.

359.411. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Rights of judgment creditor of partner.

359.421. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Right of assignee to become limited partner, when.

359.431. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Power of estate of deceased or incapacitated partner.

359.441. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Dissolution of limited partnership, when.

359.451. 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.

(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)

Judicial dissolution--who may request--granted when.

359.461. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Winding up by partners, when--by circuit court, when.

359.471. 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.

(L. 1985 H.B. 512 & 650) Effective 1-1-87

Distribution of assets upon winding up--priorities--disposal ofunknown claims.

359.481. 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.

(L. 1985 H.B. 512 & 650, A.L. 2000 S.B. 896)

Foreign limited partnerships, law governing.

359.491. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Registration with secretary of state--form--contents.

359.501. 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.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 2004 H.B. 1664)

Issuance of registration--duties of secretary of state.

359.511. 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 1-1-87

Names of foreign limited partnership regulated.

359.521. 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 1-1-87

Changes and amendments in registration, when, contents--foreigncertification included--fee.

359.531. 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.

(L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)

Cancellation of registration--authority of secretary to acceptservice of process.

359.541. 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.

(L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)

*Word "to" appears in original rolls.

Transaction of business without registration, effect, penalty,fine--report by secretary to prosecuting attorney, when--longarm statutes, applicable--transacting business, elements of.

359.551. 1. Every foreign limited partnership now doing business in or which may hereafter do business in this state which shall neglect or fail to comply with the provisions of section 359.501 shall be subject to a fine of not less than one thousand dollars to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the secretary of state immediately after August first of each year, and as often thereafter as the secretary of state may be advised that limited partnerships are doing business in contravention of this chapter, to report the fact to the prosecuting attorney of any city or county in which the limited partnership is doing business and the prosecuting attorney shall, as soon thereafter as is practicable, institute proceedings to recover the fine herein provided for, which shall go into the revenue fund of the city or county in which the cause shall accrue; in addition to which penalty, no foreign limited partnership, failing to comply with this chapter, can maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or tort, while the requirements of this chapter have not been complied with.

2. The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.

3. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

4. A foreign limited partnership, by transacting business in this state without registration, shall be a firm subject to the provisions of sections 506.500 to 506.520 with respect to causes of action arising out of the transaction of business in this state.

5. Without excluding other activities which may not constitute transacting business in this state, a foreign limited partnership shall not be considered to be transacting business in this state, for the purposes of this chapter, by reason of carrying on in this state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;

(2) Holding meetings of its partners or carrying on other activities concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Borrowing money or creating evidence of debt, mortgage or lien on or other security interest in real or personal property;

(5) Securing or collecting debts or enforcing any rights in property securing the same;

(6) Transacting any business in interstate commerce;

(7) Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

6. A foreign corporation as defined in section 351.015 shall not be deemed to be transacting business in this state for the purposes of section 351.570 solely for the reason that it is a partner of a limited partnership.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Secretary of state may seek injunction.

359.561. 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 1-1-87

Right to bring a derivative action.

359.571. 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 1-1-87

Proper plaintiff.

359.581. 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 1-1-87

Pleading to contain statement of request to general partner toinitiate action.

359.591. 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.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Court may award plaintiff expenses, when.

359.601. 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 1-1-87

Rules of construction.

359.611. 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 1-1-87

Title.

359.621. This act* may be cited as the "Missouri Revised Uniform Limited Partnership Act".

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

*"This act" (H.B. 512 & 650, 1985) contained numerous sections. Consult Disposition of Sections table for a definitive listing.

Severability of sections.

359.631. 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 1-1-87

*"This act" (H.B. 512 & 650, 1985) contained numerous sections. Consult Disposition of Sections table for a definitive listing.

Effective dates.

359.641. 1. All domestic limited partnerships formed on or after January 1, 1987, and all foreign limited partnerships doing business in Missouri after January 1, 1987, shall be governed by the provisions of this act*.

2. All domestic limited partnerships formed prior to January 1, 1987, shall have until January 1, 1989, to elect to be governed by the provisions of this act*. Those domestic limited partnerships not electing to comply with this act* will be subject to the sanctions of section 359.691.

3. All domestic limited partnerships formed prior to January 1, 1987, which elect to be governed by this act* shall file with the secretary of state a certificate of partnership as required by section 359.091, or file with the secretary of state the original certificate of partnership and its amendments, if any, plus a designation of registered office and registered agent. All those domestic limited partnerships formed prior to January 1, 1987, will be charged a filing fee of fifty dollars by the secretary of state when complying with this section.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

*"This act" (H.B. 512 & 650, 1985) contained numerous sections. Consult Disposition of Sections table for a definitive listing.

Filing fees.

359.651. 1. The secretary of state shall charge the fee specified for filing the following:

(1) Certificates of limited partnership: one hundred dollars;

(2) Applications for registration of foreign limited partnerships and issuance of a certificate of registration to transact business in this state: one hundred dollars;

(3) Amendments to and restatements of certificates of limited partnerships or to applications for registration of foreign limited partnerships or any other filing not otherwise provided for: twenty dollars;

(4) Cancellations of certificates of limited partnerships or of registration of foreign limited partnerships: twenty dollars;

(5) A consent required to be filed under this chapter: twenty dollars;

(6) A change of address of registered agent, or change of registered agent, or both: five dollars;

(7) A partner list: one dollar each page;

(8) Reservation of name: twenty dollars;

(9) Rescission fee: one hundred dollars.

2. Fees mandated in subdivision (1) of subsection 1 of this section shall be waived if a general partner of the partnership is a member of the Missouri National Guard or any other active duty military, resides in the state of Missouri, and provides proof of such service to the secretary of state.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 2014 S.B. 600)

Additional fee--expiration date.

359.653. The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter. 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. The provisions of this section shall expire on December 31, 2017.

(L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288, A.L. 2008 S.B. 1150)

Expires 12-31-17

Rules for cases not provided in this chapter.

359.671. In any case not provided for in this chapter, the provisions of the uniform partnership law govern.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Powers and authority of secretary of state--examination of books andrecords--failure to exhibit, penalty--cancellation or disapprovalof certificate, when, notice, appeal in circuit court--petitionfor appeal, filed when--rescission of cancellation--late filingfees, penalty.

359.681. In addition to the power and authority given the secretary of state by this chapter, the secretary of state or his designee shall have such further authority as is reasonably necessary to enable the secretary of state to administer this chapter efficiently and to perform the secretary of state's duties. This authority shall consist of, but is not limited to, the following powers:

(1) (a) The power to examine the books and records of any limited partnership to which this chapter applies, and it shall be the duty of any general partner or agent of such limited partnership to produce such books and records for examination on demand of the secretary of state or designated employee; provided, that no person shall be subject to any criminal prosecution on account of any matter or thing which may be disclosed by the examination of any limited partnership books, or records, which they may produce or exhibit for examination; or on account of any matter or thing concerning which they may make any voluntary and truthful statement in writing to the secretary of state, or designated employee. All facts obtained in the examination of the books and records of any limited partnership, or through voluntary sworn statement of any partner, agent, or employee of any limited partnership, shall be treated as confidential, except insofar as official duty may require the disclosure of same; or when such facts are material to any issue in any legal proceeding in which the secretary of state or designated employee may be a party or called as a witness, and, if the secretary of state or designated employee shall, except as herein provided, disclose any information relative to the private accounts, affairs, and transactions of any such limited partnership, he shall be deemed guilty of a class C misdemeanor.

(b) If any general partner, or registered agent, of any such limited partnership shall refuse the demand of the secretary of state, or designated employee, to exhibit the books and records of such limited partnership for examination, he, or they, shall be deemed guilty of a class B misdemeanor.

(2) (a) The power to cancel or disapprove any certificate of limited partnership or other filing required under this chapter, if the limited partnership fails to comply with the provisions of this chapter by failing to file required documents under this chapter by failing to maintain a registered agent, by failing to pay the required filing fees, by using fraud or deception in effecting any filing, by filing a required document containing a false statement, or by violating any section or sections of the criminal laws of Missouri, the federal government or any other state of the United States. Thirty days before such cancellation shall take effect, the secretary of state shall notify the limited partnership with written notice, either personally or by mail. If mailed, the notice shall be deemed delivered five days after it is deposited in the United States mail in a sealed envelope addressed to such limited partnership's last registered agent and office or to one of the limited partnership's general partners. The written notice of the secretary of state's proposed cancellation to the limited partnership, domestic or foreign, will specify the reasons for such action.

(b) The limited partnership may appeal this notice of proposed cancellation to the circuit court of the county in which the registered office of such limited partnership is or is proposed to be situated by filing with the clerk of such court a petition setting forth a copy of the certificate of limited partnership or other relevant documents and a copy of the proposed written cancellation thereof by the secretary of state, such petition to be filed within thirty days after notice of such cancellation shall have been given, and the matter shall be tried by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper. An appeal from the circuit court in such a case shall be allowed as in civil action.

(c) The limited partnership may provide information to the secretary of state that would allow the secretary of state to withdraw the notice of proposed cancellation. This information may consist of, but need not be limited to, corrected statements and documents, new filings, affidavits and certified copies of other filed documents.

(3) The power to rescind a cancellation provided for in subsection 2 of this section upon compliance with either of the following:

(a) The affected limited partnership provides the necessary documents and affidavits indicating the limited partnership has corrected the conditions causing the proposed cancellation or the cancellation;

(b) The limited partnership provides the correct statements or documentation that the limited partnership is not in violation of any section of the criminal code.

(4) The power to charge late filing fees for any filing fee required under this chapter. Late filing fees shall be assessed at a rate of ten dollars for each thirty-day period of delinquency.

(5) (a) The power to administratively cancel a certificate of limited partnership if the limited partnership's period of duration stated in the certificate of limited partnership expires.

(b) Not less than thirty days before such administrative cancellation shall take effect, the secretary of state shall notify the limited partnership with written notice, either personally or by mail. If mailed, the notice shall be deemed delivered five days after it is deposited in the United States mail in a sealed envelope addressed to such limited partnership's last registered agent and office or to one of the limited partnership's general partners.

(c) If the limited partnership does not timely file a certificate of amendment in accordance with section 359.101 to extend the duration of the limited partnership, which may be any number of years or perpetual, or demonstrate to the reasonable satisfaction of the secretary of state that the period of duration determined by the secretary of state is incorrect, within sixty days after service of the notice is perfected by posting with the United States Postal Service, then the secretary of state shall cancel the certificate of limited partnership by signing a certificate of administrative cancellation that recites the grounds for cancellation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the limited partnership as provided in section 359.141.

(d) A limited partnership whose certificate of limited partnership has been administratively cancelled continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 359.471 and notify claimants under section 359.481.

(e) The administrative cancellation of a certificate of limited partnership does not terminate the authority of its registered agent.

(6) (a) The power to rescind an administrative cancellation and reinstate the certificate of limited partnership.

(b) Except as otherwise provided in the partnership agreement, a limited partnership whose certificate of limited partnership has been administratively cancelled under subdivision (5) of this section may file a certificate of amendment in accordance with section 359.101 to extend the duration of the limited partnership, which may be any number or perpetual.

(c) A limited partnership whose certificate of limited partnership has been administratively cancelled under subdivision (5) of this section may apply to the secretary of state for reinstatement. The applicant shall:

a. Recite the name of the limited partnership and the effective date of its administrative cancellation;

b. State that the grounds for cancellation either did not exist or have been eliminated, as applicable, and be accompanied by documentation satisfactory to the secretary of state evidencing the same;

c. State that the limited partnership's name satisfies the requirements of section 359.021;

d. Be accompanied by a reinstatement fee in the amount of one hundred dollars, or such greater amount as required by state regulation, plus any delinquent fees, penalties, and other charges as determined by the secretary of state to then be due.

(d) If the secretary of state determines that the application contains the information and is accompanied by the fees required in paragraph (c) of this subdivision and that the information and fees are correct, the secretary of state shall rescind the certificate of administrative cancellation and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited partnership as provided in section 359.141.

(e) When the reinstatement is effective, it shall relate back to and take effect as of the effective date of the administrative cancellation of the certificate of limited partnership and the limited partnership may continue carrying on its business as if the administrative cancellation had never occurred.

(f) In the event the name of the limited partnership was reissued by the secretary of state to another entity prior to the time application for reinstatement was filed, the limited partnership applying for reinstatement may elect to reinstate using a new name that complies with the requirements of section 359.021 and that has been approved by appropriate action of the limited partnership for changing the name thereof.

(g) If the secretary of state denies a limited partnership's application for reinstatement following administrative cancellation of the certificate of limited partnership, he or she shall serve the limited partnership as provided in section 359.141 with a written notice that explains the reason or reasons for denial.

(h) The limited partnership may appeal a denial of reinstatement as provided for in paragraph (b) of subdivision (2) of this section.

(7) Subdivision (6) of this section shall apply to any limited partnership whose certificate of limited partnership was cancelled because such limited partnership's period of duration stated in the certificate of limited partnership expired on or after August 28, 2003.

(L. 1985 H.B. 512 & 650, A.L. 2009 H.B. 481 merged with S.B. 217)

Violation of law requiring certificate of limited partnership,penalty.

359.691. Any person, or persons, who shall exercise any of the powers, privileges or authority of a limited partnership prior to obtaining a certificate of limited partnership under this chapter or after cancellation or disapproval of such certificate pursuant to subdivision (2) of section 359.681, shall be deemed guilty of a class B misdemeanor.

(L. 1985 H.B. 512 & 650)

Effective 1-1-87


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