Missouri Revised Statutes

Chapter 359
Uniform Limited Partnership Law

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Rsmo Number Section Description
Chapter Cross Reference
Limited liability companies, Chap. 347
Merger or consolidation, 347.700 to 347.740
Partnerships generally, Chap. 358
Uniform electronic transactions act, 432.200 to 432.295
   
GENERAL PROVISIONS
359.011. Definitions.
359.021. Name of limited partnership regulated.
359.031. Reservation of right to exclusive use of name.
359.041. Registered agent and registered office--procedure for changing, filed by limited partnership, filed by registered agent--effective when--failure to maintain, effect.
359.051. Records to be kept.
359.061. Nature of business.
359.071. Business transactions of partner with the limited partnership.
359.081. Limited partnership shall sue and be sued.
359.091. Certificate of limited partnership--filed with secretary of state--contents--formation date, when.
359.101. Amendments to certificate--contents.
359.111. Cancellation of certificate, when--contents of certificate of cancellation--filed with secretary of state.
359.121. Execution of certificate.
359.131. Proceeding to direct execution of certificate.
359.141. Filing with secretary of state--duties of secretary--effective date of filing.
359.145. Statement of correction authorized, when--contents--effective date--fee--required signature.
359.151. Liability for false statement in certificate.
359.161. Filing to be notice.
359.165. Merger of domestic limited partnership--filing required, effective date--articles of merger or consolidation required, when, contents, secretary of state agent for service of process--effect of merger.
359.172. Registered limited liability limited partnership, requirements, failure to file timely amendment to certificate, penalty.
359.181. When person becomes limited partner--admission of additional limited partner.
359.191. Voting rights of limited partners.
359.201. Liability of limited partners to third parties.
359.211. Liability of person erroneously believing himself to be a limited partner--certificate of withdrawal.
359.221. Limited partners right to information.
359.231. Admission of additional general partners, when.
359.241. Events of withdrawal.
359.251. Rights and liabilities of a general partner.
359.261. Contributions of a general partner--one person both a general and limited partner.
359.271. Voting rights of general partners.
   
FINANCE
359.281. Form of contribution.
359.291. Liability for contribution.
359.301. Sharing of profits and losses.
359.311. Sharing of distributions.
   
DISTRIBUTIONS AND WITHDRAWAL
359.321. Interim distributions.
359.331. Withdrawal of a general partner--notice to other partners--breach of partnership agreement, setoff of damages, when.
359.341. Withdrawal of a limited partner, when.
359.351. Distribution upon withdrawal, when, how determined.
359.361. Distribution in kind.
359.371. Right to distribution, remedies.
359.381. Limitation on distribution.
359.391. Liability upon return of contribution--return received, when.
   
ASSIGNMENT OF PARTNERSHIP INTEREST
359.401. Nature of partnership interest.
359.411. Assignment of partnership interest--rights of assignee.
359.421. Rights of judgment creditor of partner.
359.431. Right of assignee to become limited partner, when.
359.441. Power of estate of deceased or incapacitated partner.
   
DISSOLUTION
359.451. Dissolution of limited partnership, when.
359.461. Judicial dissolution--who may request--granted when.
359.471. Winding up by partners, when--by circuit court, when.
359.481. Distribution of assets upon winding up--priorities--disposal of unknown claims.
   
FOREIGN LIMITED PARTNERSHIPS
359.491. Foreign limited partnerships, law governing.
359.501. Registration with secretary of state--form--contents.
359.511. Issuance of registration--duties of secretary of state.
359.521. Names of foreign limited partnership regulated.
359.531. Changes and amendments in registration, when, contents--foreign certification included--fee.
359.541. Cancellation of registration--authority of secretary to accept service of process.
359.551. Transaction of business without registration, effect, penalty, fine--report by secretary to prosecuting attorney, when--long arm statutes, applicable--transacting business, elements of.
359.561. Secretary of state may seek injunction.
   
DERIVATIVE ACTIONS
359.571. Right to bring a derivative action.
359.581. Proper plaintiff.
359.591. Pleading to contain statement of request to general partner to initiate action.
359.601. Court may award plaintiff expenses, when.
   
MISCELLANEOUS
359.611. Rules of construction.
359.621. Title.
359.631. Severability of sections.
359.641. Effective dates.
359.651. Filing fees.
359.653. Additional fee--expiration date.
359.671. Rules for cases not provided in this chapter.
359.681. Powers and authority of secretary of state--examination of books and records--failure to exhibit, penalty--cancellation or disapproval of certificate, when, notice, appeal in circuit court--petition for appeal, filed when--rescission of cancellation--late filing fees, penalty.
359.691. Violation of law requiring certificate of limited partnership, penalty.

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