486.1 Short title.

This chapter may be cited as the "Uniform Partnership Act".

486.10 Conveyance of real property of the partnership.

1. Where title to real property is in the partnership name, any partner may convey title to the property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of section 486.9, subsection 1, or unless the property has been conveyed by the grantee or a person claiming through the grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded the partner's authority.

2. Where title to real property is in the name of the partnership, a conveyance executed by a partner, in the partner's own name, passes the equitable interest of the partnership, provided the act is within the authority of the partner under the provisions of section 486.9, subsection 1.

3. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to the property, but the partnership may recover the property if the partners' act does not bind the partnership under the provisions of section 486.9, subsection 1, unless the purchaser or the purchaser's assignee, is a holder for value, without knowledge.

4. Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in the partner's own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of section 486.9, subsection 1.

5. Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in the property.

486.11 Partnership bound by admission of partner.

An admission or representation made by any partner concerning partnership affairs within the scope of the partner's authority as conferred by this chapter is evidence against the partnership.

486.12 Partnership charged with knowledge of or notice to partner.

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to the partner's mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operates as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

486.13 Partnership bound by partner's wrongful act.

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of the copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.

486.14 Partnership bound by partner's breach of trust.

The partnership is bound to make good the loss:

1. Where one partner acting within the scope of apparent authority receives money or property of a third person and misapplies it.

2. Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.

486.15 Nature of partner's liability.

1. Except as otherwise provided in this section, all partners are liable:

a. Jointly and severally for everything chargeable to the partnership under sections 486.13 and 486.14.

b. Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.

2. A partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution, or otherwise, for debts, obligations, and liabilities chargeable to the partnership arising from negligence, wrongful acts, or misconduct, which occurs while the partnership is a registered limited liability partnership and which also occurs in the course of the partnership's business, by another partner or an employee, agent, or representative of the partnership. However, this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligence, wrongful acts, or misconduct, or for the negligence, wrongful acts, or misconduct of any person under the partner's direct supervision and control.

486.16 Partner by estoppel.

1. When a person, by words spoken or written or by conduct, represents that person, or consents to another representing that person to anyone, as a partner in an existing partnership or with one or more persons not actual partners, the person is liable to any person to whom the representation has been made, who has, on the faith of the representation, given credit to the actual or apparent partnership, and if the person has made a representation or consented to its being made in a public manner that person is liable to the person, whether the representation has or has not been made or communicated to the person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.

a. When a partnership liability results, the person is liable as though the person were an actual member of the partnership.

b. When no partnership liability results, the person is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

2. When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, the person is an agent of the persons consenting to the representation to bind them to the same extent and in the same manner as though the person were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.

486.17 Liability of incoming partner.

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before the person's admission as though the person had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.

486.18 Rules determining rights and duties of partners.

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

1. Each partner shall be repaid the partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to the partner's share in the profits to the extent of such partner's liability as provided in section 486.15.

2. The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or for the preservation of its business or property.

3. A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which the partner agreed to contribute, shall be paid interest from the date of the payment or advance.

4. A partner shall receive interest on the capital contributed by the partner only from the date when repayment should be made.

5. All partners have equal rights in the management and conduct of the partnership business.

6. No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for the partner's services in winding up the partnership affairs.

7. No person can become a member of a partnership without the consent of all the partners.

8. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

486.19 Partnership books.

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

486.2 Definitions.

As used in this chapter the terms:

1. "Bankrupt" includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent Act.

2. "Business" includes every trade, occupation, or profession.

3. "Conveyance" includes every assignment, lease, mortgage, or encumbrance.

4. "Court" includes every court and judge having jurisdiction in the case.

5. "Person" includes individuals, partnerships, corporations, and other associations, trusts, trustees and other fiduciaries.

6. "Real property" includes land and any interest or estate in land.

7. "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the laws of this state, registered under section 486.44, and complying with sections 486.45 and 486.46.

486.20 Duty of partners to render information.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

486.21 Partner accountable as a fiduciary.

1. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by the partner without the consent of the other partners from any transaction connected with the formation, conduct, liquidation of the partnership or use of its property.

2. This section also applies to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.

486.22 Right to an account.

Any partner shall have the right to a formal account as to partnership affairs:

1. If the partner is wrongfully excluded from the partnership business or possession of its property by the copartners.

2. If the right exists under the terms of any agreement.

3. As provided by section 486.21.

4. Whenever other circumstances render it just and reasonable.

486.23 Continuation of partnership beyond fixed term.

1. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking, without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

2. A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.

486.24 Extent of property rights of a partner.

The property rights of a partner are:

1. The partner's rights in specific partnership property.

2. The partner's interest in the partnership.

3. The partner's right to participate in the management.

486.25 Nature of a partner's right in specific partnership property.

1. A partner is co-owner with the other partners of specific partnership property holding as a tenant in partnership.

2. The incidents of this tenancy are such that:

a. A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with the other partners to possess specific partnership property for partnership purposes; but the partner has no right to possess the property for any other purpose without the consent of the other partners.

b. A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.

c. A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.

d. On the death of a partner the deceased partner's right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when the deceased partner's rights in the property vest in the deceased partner's legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.

e. A partner's right in specific partnership property is not subject to dower, curtesy, or allowances to surviving spouses, heirs, or next of kin.

486.26 Nature of partner's interest in the partnership.

A partner's interest in the partnership is the partner's share of the profits and surplus, and the same is personal property.

486.27 Assignment of a partner's interest.

1. A conveyance by a partner of the partner's interest in the partnership does not of itself dissolve the partnership, nor as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with the assignee's contract the profits to which the assigning partner would otherwise be entitled.

2. In case of a dissolution of the partnership, the assignee is entitled to receive the assignor's interest and may require an account from the date only of the last account agreed to by all the partners.

486.28 Partner's interest subject to charging order.

1. On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of the judgment debt with interest thereon; and may then or later appoint a receiver of the debtor partner's share of the profits, and of any other money due or to fall due to the debtor partner in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require.

2. The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:

a. With separate property, by any one or more of the partners, or

b. With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

3. Nothing in this chapter shall be held to deprive a partner of the partner's right, if any, under the exemption laws, as regards the partner's interest in the partnership.

486.29 Dissolution defined.

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

486.3 Interpretation of knowledge and notice.

1. A person has "knowledge" of a fact within the meaning of this chapter not only when the person has actual knowledge thereof, but also when the person has knowledge of such other facts as in the circumstances shows bad faith.

2. A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:

a. States the fact to the person, or

b. Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at the person's place of business or residence.

486.30 Partnership not terminated by dissolution.

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

486.31 Causes of dissolution.

Dissolution is caused:

1. Without violation of the agreement between the partners:

a. By the termination of the definite term or particular undertaking specified in the agreement,

b. By the express will of any partner when no definite term or particular undertaking is specified,

c. By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking,

d. By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;

2. In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;

3. By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;

4. By the death of any partner, unless the partnership agreement provides otherwise;

5. By the bankruptcy of any partner or the partnership;

6. By decree of court under section 486.32.

486.32 Dissolution by decree of court.

The court shall decree a dissolution:

1. On application by or for a partner whenever:

a. A partner has been declared a person with mental illness in any judicial proceeding, or is shown to be of unsound mind,

b. A partner becomes in any other way incapable of performing that partner's part of the partnership contract,

c. A partner has been guilty of conduct as tends to affect prejudicially the carrying on of the business,

d. A partner willfully or persistently commits a breach of the partnership or agreement, or otherwise so behaves in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with that partner,

e. The business of the partnership can only be carried on at a loss,

f. Other circumstances render a dissolution equitable.

2. On application of the purchaser of a partner's interest under section 486.27 or 486.28:

a. After the termination of the specified term or particular undertaking,

b. At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

486.33 General effect of dissolution on authority of partner.

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

1. With respect to the partners,

a. When the dissolution is not by the act, bankruptcy or death of a partner, or

b. When the dissolution is by such act, bankruptcy or death of a partner, in cases where section 486.34 so requires.

2. With respect to persons not partners, as declared in section 486.35.

486.34 Right of partner to contribution from copartners after dissolution.

Where the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to that partner's copartners for that partner's share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless any of the following apply:

1. The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution.

2. The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy.

3. The liability created is for a debt, obligation, or liability for which the partner is not liable pursuant to section 486.15.

486.35 Power of partner to bind partnership to third persons after dissolution.

1. After dissolution a partner can bind the partnership except as provided in subsection 3:

a. By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution.

b. By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:

(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or

(2) Though the other party had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.

2. The liability of a partner under subsection 1, paragraph "b" of this section shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:

a. Unknown as a partner to the person with whom the contract is made; and

b. So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to the partner's connection with it.

3. The partnership is in no case bound by any act of a partner after dissolution:

a. Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or

b. Where the partner has become bankrupt; or

c. Where the partner has no authority to wind up partnership affairs; except by a transaction with one who:

(1) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the partner's want of authority; or

(2) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of the partner's want of authority, the fact of the partner's want of authority has not been advertised in the manner provided for advertising the fact of dissolution in subsection 1, paragraph "b."

4. Nothing in this section shall affect the liability under section 486.16 of any person who after dissolution represents that person or consents to another representing that person as a partner in a partnership engaged in carrying on business.

486.36 Effect of dissolution on partner's existing liability.

1. The dissolution of the partnership does not of itself discharge the existing liability of any partner.

2. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between the partner, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

3. Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of the obligations.

4. The individual property of a deceased partner is liable for all obligations of the partnership incurred while the deceased partner was a partner, as provided in section 486.15, but subject to the prior payment of the deceased partner's separate debts.

486.37 Right to wind up.

Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, the partner's legal representative or the partner's assignee, upon cause shown, may obtain winding up by the court.

486.38 Rights of partners to application of partnership property.

1. When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against the copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under section 486.36, subsection 2, the expelled partner shall receive in cash only the net amount due the expelled partner from the partnership.

2. When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

a. Each partner who has not caused dissolution wrongfully shall have:

(1) All the rights specified in subsection 1, and

(2) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

b. The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of that partner's interest in the partnership at the dissolution, less any damages recoverable under subsection 2, paragraph "a", subparagraph (2) of this section, and in like manner indemnify that partner against all present or future partnership liabilities.

c. A partner who has caused the dissolution wrongfully shall have:

(1) If the business is not continued under the provisions of subsection 2, paragraph "b" of this section, all the rights of a partner under subsection 1 of this section, subject to subsection 2, paragraph "a", subparagraph (2).

(2) If the business is continued under subsection 2, paragraph "b", of this section the right as against the copartners and all claiming through them in respect of their interests in the partnership, to have the value of the partner's interest in the partnership, less any damages caused to the copartners by the dissolution, ascertained and paid to the partner in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.

486.39 Rights where partnership is dissolved for fraud or misrepresentation.

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:

1. To a lien on, or a right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by the party for the purchase of an interest in the partnership and for any capital or advances contributed by the party; and

2. To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by the party in respect of the partnership liabilities; and

3. To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.

486.4 Rules of construction.

1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

2. The law of estoppel shall apply under this chapter.

3. The law of agency shall apply under this chapter.

4. This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.

5. This chapter shall not be construed so as to impair the obligations of any contract existing on July 1, 1971, nor to affect any action or proceedings begun or right accrued before that date.

486.40 Rules for distribution.

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

1. The assets of the partnership are:

a. The partnership property,

b. The contributions of the partners necessary for the payment of all the liabilities specified in subsection 4.

2. The liabilities of the partnership shall rank in order of payment, as follows:

a. Those owing to creditors other than partners,

b. Those owing to partners other than for capital and profits,

c. Those owing to partners in respect of capital,

d. Those owing to partners in respect of profits.

3. The assets shall be applied in order of their declaration in subsection 1 of this section to the satisfaction of the liabilities.

4. The partners shall contribute, as provided by section 486.18, the amount necessary to satisfy the liabilities; but if any, but not all of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities to the extent the partners which are insolvent or not subject to process would be liable pursuant to section 486.18.

5. An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in subsection 4.

6. Any partner or the partner's legal representative shall have the right to enforce the contributions specified in subsection 4, to the extent of the amount which the partner has paid in excess of the partner's share of the liability.

7. The individual property of a deceased partner shall be liable for the contributions specified in subsection 4.

8. When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.

9. Where a partner has become bankrupt or the partner's estate is insolvent the claims against the partner's separate property shall rank in the following order:

a. Those owing to separate creditors,

b. Those owing to partnership creditors,

c. Those owing to partners by way of contribution.

486.41 Liability of persons continuing the business in certain cases.

1. When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or the representative of the deceased partner assigns the deceased partner's rights in partnership property to two or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

2. When all but one partner retire and assign, or the representative of a deceased partner assigns their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.

3. When any partner retires or dies and the business of the dissolved partnership is continued as set forth in subsections 1 and 2 of this section, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of the partner's right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

4. When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

5. When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of section 486.38, subsection 2, paragraph "b", either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

6. When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

7. The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

8. When the business of a partnership after dissolution is continued under any conditions set forth in this section the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for that partner's right in partnership property.

9. Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.

10. The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by the person or partnership.

486.42 Rights of retiring or estate of deceased partner when the business is continued.

When any partner retires or dies, and the business is continued under any of the conditions set forth in section 486.41, subsections 1, 2, 3, 5 and 6, section 486.38, subsection 2, paragraph "b", without any settlement of accounts as between the partner or the partner's estate and the person or partnership continuing the business, unless otherwise agreed, the partner or the partner's legal representative as against such persons or partnership may have the value of the partner's interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of the partner's interest in the dissolved partnership with interest, or, at the partner's option or at the option of the partner's legal representative, in lieu of interest, the profits attributable to the use of the partner's right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by section 486.41, subsection 8.

486.43 Accrual of actions.

The right to an account of the partner's interest shall accrue to any partner, or the partner's legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.

486.44 Registered limited liability partnerships.

1. A partnership shall file with the secretary of state an application or a renewal application, to become or to continue as a registered limited liability partnership, as the case may be, stating the name of the partnership; the address of its principal office, if the partnership's principal office is not located in this state; the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; the number of partners; a brief statement of the business in which the partnership is engaged; and that the partnership is applying to become or renew its status as a registered limited liability partnership.

2. The application or renewal application shall be executed by a majority in interest of the partners or by one or more partners authorized to execute an application or renewal application.

3. The application or renewal application shall be accompanied by a fee of one hundred dollars.

4. The secretary of state shall register as a registered limited liability partnership, or shall renew the registration of any registered limited liability partnership, any partnership that submits a completed application or renewal application with the required fee.

5. Registration is effective for one year after the date an application is filed, unless voluntarily withdrawn by filing with the secretary of state a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized to execute a withdrawal notice. Registration as a registered limited liability partnership is renewed if, during the sixty-day period preceding or the one- year period following the date the application or renewal application otherwise would have expired, the partnership files with the secretary of state a renewal application. A renewal application filed pursuant to this subsection expires one year after the date the previous registration period would have expired if the renewal had not been filed.

6. The status of a partnership as a registered limited liability partnership shall not be affected by changes after the filing of an application or a renewal application in the information stated in the application or renewal application.

7. The secretary of state shall provide forms for application and renewal of registration pursuant to this section.

486.45 Correcting filed documents.

1. A limited liability partnership may correct a document filed by the secretary of state if the document satisfies one or both of the following requirements:

a. The document contains an incorrect statement.

b. The document was defectively executed, attested, sealed, verified, or acknowledged.

2. A document is corrected by complying with both of the following:

a. Preparing articles of correction that satisfy all of the following:

(1) The articles describe the document, including its filing date, or a copy of the document is attached to the articles.

(2) The articles specify the incorrect statement or manner in which the execution was defective.

(3) The articles correct the incorrect statement or defective execution.

b. Delivering the articles of correction to the secretary of state for filing.

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 persons relying on the uncorrected document and adversely affected by the correction, the articles of correction are effective when filed by the secretary of state.

486.46 Name of registered limited liability partnership.

The name of a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." as the last words or letters of its name.

486.47 Applicability to foreign and interstate commerce.

1. A partnership, including a registered limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.

2. It is the intent of the general assembly that the legal existence of a registered limited liability partnership formed and existing under this chapter be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.

3. It is the policy of this state that the internal affairs of partnerships, including registered limited liability partnerships, formed and existing under this chapter, including the liability of partners for debts, obligations, and liabilities chargeable to partnerships, shall be subject to and governed by the laws of this state.

4. Subject to any statutes for the regulation and control of specific types of business, registered limited liability partnerships formed and existing under the laws of another jurisdiction may do business in this state and are not required to register with the secretary of state pursuant to this chapter.

5. It is the policy of this state that the internal affairs of partnerships, including registered limited liability partnerships, formed and existing under the laws of another jurisdiction, including the liability of partners for debts, obligations, and liabilities chargeable to partnerships, shall be subject to and governed by the laws of such other jurisdiction.

486.5 Rules for cases not provided for in this chapter.

In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.

486.6 Partnership defined.

1. A partnership is an association of two or more persons to carry on as co-owners a business for profit, and includes a registered limited liability partnership.

2. But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless the association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.

486.7 Rules for determining the existence of a partnership.

In determining whether a partnership exists, these rules shall apply:

1. Except as provided by section 486.16, persons who are not partners as to each other are not partners as to third persons.

2. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.

3. The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

4. The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

a. As a debt by installments or otherwise,

b. As wages of an employee or rent to a landlord,

c. As an annuity to a spouse or representative of a deceased partner,

d. As interest on a loan, though the amount of payment varies with the profits of the business,

e. As the consideration for the sale of a good will of a business or other property by installments or otherwise.

486.8 Partnership property.

1. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.

2. Unless the contrary intention appears, property acquired with partnership funds is partnership property.

3. Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.

4. A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.

486.9 Partner agent of partnership as to partnership business.

1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which the partner is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom the partner is dealing has knowledge of the fact that the partner has no such authority.

2. An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.

3. Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:

a. Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,

b. Dispose of the good will of the business,

c. Do any other act which would make it impossible to carry on the ordinary business of a partnership,

d. Confess a judgment,

e. Submit a partnership claim or liability to arbitration or reference.

4. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.