Missouri Statute | Act | Code |Corporations, Associations And Partnerships| US Code - US Statute

This chapter may be cited as "Uniform Partnership Law". (L. 1949
p. 506 § 1)

(1959) Insurer of partnership operating glass company held not obligated
under terms of workmen's compensation policy to defend action by a farm
employee of one of the parties for injuries sustained in the course of
his employment on the farm. McKinney v. Truck Ins. Exchange (A.), 324
S.W.2d 773.

(1974) Partner cannot sue or be sued as an entity in the firm name only.
Allgeier, Martin and Associates v. Ashmore (A.), 508 S.W.2d 524.

In this chapter:

(1) "Bankrupt" includes a debtor pursuant to a voluntary or involuntary
petition filed under the Federal Bankruptcy Code or a person or entity
subject to an insolvency or similar proceeding under state law;

(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) "Foreign registered limited liability partnership" means a limited
liability partnership formed pursuant to an agreement governed by the
laws of another jurisdiction and registered as a limited liability
partnership under the laws of such jurisdiction;

(6) "Person" includes individuals, partnerships, domestic or foreign
limited partnerships, domestic or foreign limited liability companies,
domestic or foreign corporations, trusts, business trusts, real estate
investment trusts, estates and other associations or business entities;

(7) "Real property" includes land and any interest or estate in land; and

(8) "Registered limited liability partnership" means a partnership formed
pursuant to an agreement governed by the laws of this state, registered
pursuant to section 358.440 and complying with sections 358.450 and
358.460. (L. 1949 p. 506 § 2, A.L. 1995 H.B. 558)

1. A person has "knowledge" of a fact within the meaning of this
law not only when he has actual knowledge thereof, but also when he 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 law when
the person who claims the benefit of the notice

(1) States the fact to such person, or

(2) 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 his
place of business or residence. (L. 1949 p. 506 § 3)

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

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

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

4. This law 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 law shall not be construed so as to impair the obligations of any
contract existing when the law goes into effect, nor to affect any action
or proceedings begun or right accrued before this law takes effect. (L.
1949 p. 506 § 4)

In any case not provided for in this law the rules of law and
equity, including the law merchant, shall govern. (L. 1949 p. 506 § 5)

1. A "partnership" is an association of two or more persons to
carry on as co-owners a business for profit and includes, for all
purposes of the laws of this state, 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
or pursuant to an agreement governed by the laws of another state, is not
a partnership under this chapter, unless such 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. (L.
1949 p. 506 § 6, A.L. 1995 H.B. 558)

(1961) Partnership between minor and another held valid until rescinded
by the minor after reaching maturity. Huffman v. Bates (A.), 348 S.W.2d
363.

(1965) Facts held to support a finding of partnership or joint venture.
Allison v. Dilsaver (A.), 387 S.W.2d 206.

All partnerships shall comply with the provisions of section
417.210, RSMo, relating to the registration of fictitious names with the
secretary of state. (L. 1983 S.B. 367)

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

(1) Except as provided by section 358.160 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 he 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 widow or representative of a deceased partner;

(d) As interest on a loan, though the amount of payment vary with the
profits of the business;

(e) As the consideration for the sale of a goodwill of a business or
other property by installments or otherwise. (L. 1949 p. 506 § 7)

CROSS REFERENCE: Evidence of partnership, what constitutes, RSMo 490.520

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. (L. 1949 p. 506 § 8)

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 he 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 he is dealing has knowledge of the fact that he 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

(1) Assign the partnership property in trust for creditors or on the
assignee's promise to pay the debts of the partnership;

(2) Dispose of the goodwill of the business;

(3) Do any other act which would make it impossible to carry on the
ordinary business of a partnership;

(4) Confess a judgment;

(5) 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. (L. 1949 p. 506 § 9)

1. Where title to real property is in the partnership name, any
partner may convey title to such 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
subsection 1 of section 358.090, or unless such property has been
conveyed by the grantee or a person claiming through such grantee to a
holder for value without knowledge that the partner, in making the
conveyance, has exceeded his authority.

2. Where title to real property is in the name of the partnership, a
conveyance executed by a partner, in his own name, passes the equitable
interest of the partnership, provided the act is one within the authority
of the partner under the provisions of subsection 1 of section 358.090.

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 such property, but the partnership may recover such property if the
partners' act does not bind the partnership under the provisions of
subsection 1 of section 358.090, unless the purchaser or his 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 his own
name, passes the equitable interest of the partnership, provided the act
is one within the authority of the partner under the provisions of
subsection 1 of section 358.090.

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 such
property. (L. 1949 p. 506 § 10)

An admission or representation made by any partner concerning
partnership affairs within the scope of his authority as conferred by
this law is evidence against the partnership. (L. 1949 p. 506 § 11)

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 his mind, and the
knowledge of any other partner who reasonably could and should have
communicated it to the acting partner, operate 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. (L. 1949 p. 506 § 12)

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 his 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. (L. 1949 p. 506 § 13)

The partnership is bound to make good the loss

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

(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.
(L. 1949 p. 506 § 14)

1. Except as provided in subsection 2 of this section, all
partners are liable jointly and severally for everything chargeable to
the partnership pursuant to sections 358.130 and 358.140, and for all
other debts and obligations of the partnership. Any partner may enter
into a separate obligation to perform a partnership contract.

2. Subject to subsection 3 of this section, no partner in a registered
limited liability partnership shall be liable or accountable, directly or
indirectly, including by way of indemnification, contribution, assessment
or otherwise, for any debts, obligations and liabilities of, or
chargeable to, the partnership or each other, whether in tort, contract
or otherwise, which are incurred, created or assumed by such partnership
while the partnership is a registered limited liability partnership.

3. Subsection 2 of this section shall not affect the liability of a
partner in a registered limited liability partnership for the partner's
own negligence, wrongful acts, omissions, misconduct or malpractice or
the partner's liability for any taxes or fees administered by the
department of revenue pursuant to chapter 143, 144 or 301, RSMo, and any
liabilities owed as determined by the division of employment security,
pursuant to chapter 288, RSMo, and any local taxes provided for in
section 32.087, RSMo.

4. A partner is not a proper party to a proceeding by or against a
registered limited liability partnership, the object of which is to
recover damages or enforce obligations arising out of acts, omissions,
malpractice or misconduct of the type described in subsection 2 of this
section, unless the partner is personally liable pursuant to subsection 1
or 3 of this section.

5. A registered limited liability partnership may sue and be sued in its
own name.

6. Venue of claims against registered limited liability partnerships
shall be controlled pursuant to section 508.010, RSMo, and, for purposes
of venue, a registered limited liability partnership shall be deemed to
be a citizen and resident of the county in which it has any office or
agent for the transaction of its usual and customary business activities
or in which its registered office or registered agent is located.

7. Service of process upon a registered limited liability partnership may
be had by delivering a copy of the summons and petition to the
partnership's registered agent, a partner, managing or general agent or
by leaving the copies at any business office of the registered limited
liability partnership with the person having charge thereof. (L. 1949 p.
506 § 15, A.L. 1961 p. 259, A.L. 1995 H.B. 558, A.L. 1996 H.B. 1368, A.L.
1997 H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)

CROSS REFERENCE: Suits on joint assumptions of copartners, RSMo 431.140

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

(1) When a partnership liability results, he is liable as though he were
an actual member of the partnership;

(2) When no partnership liability results, he 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, he is an
agent of the persons consenting to such representation to bind them to
the same extent and in the same manner as though he 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. (L. 1949 p. 506 § 16)

A person admitted as a partner into an existing partnership is
liable for all the obligations of the partnership arising before his
admission as though he had been a partner when such obligations were
incurred, except that this liability shall be satisfied only out of
partnership property. (L. 1949 p. 506 § 17)

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 except as provided in subsection 2
of section 358.150, each partner must contribute toward the losses,
whether of capital or otherwise, sustained by the partnership according
to the partner's share in the profits;

(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; and

(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. (L. 1949 p. 506 § 18,
A.L. 1995 H.B. 558)

(1972) As used in partnership contract "dissolved by agreement of the
partners" did not mean agreement by less than all of the partners and
where partners other than plaintiff decided to dissolve partnership and
offered only the sum due under agreement clause inapplicable to
circumstances of dissolution, plaintiff was entitled to prejudgment
interest beginning on date of dissolution to date of judgment. Haynes v.
Allen (A.), 482 S.W.2d 85.

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. (L. 1949 p. 506 § 19)

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.
(L. 1949 p. 506 § 20)

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

2. This section applies also 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. (L. 1949 p. 506 §
21)

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

(1) If he is wrongfully excluded from the partnership business or
possession of its property by his copartners;

(2) If the right exists under the terms of any agreement;

(3) As provided by section 358.210;

(4) Whenever other circumstances render it just and reasonable. (L. 1949
p. 506 § 22)

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. (L. 1949 p. 506 § 23)

The property rights of a partner are his rights in specific
partnership property, his interest in the partnership, and his right to
participate in the management. (L. 1949 p. 506 § 24)

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

2. The incidents of this tenancy are such that:

(1) A partner, subject to the provisions of this law and to any agreement
between the partners, has an equal right with his partners to possess
specific partnership property for partnership purposes; but he has no
right to possess such property for any other purpose without the consent
of his partners.

(2) 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.

(3) 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.

(4) On the death of a partner his right in specific partnership property
vests in the surviving partner or partners, except where the deceased was
the last surviving partner, when his right in such property vests in his
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.

(5) A partner's right in specific partnership property is not subject to
dower, curtesy, or allowances to widows, heirs, or next of kin. (L. 1949
p. 506 § 25)

(1952) Partnership funds on deposit in a bank are not subject to
garnishment for the individual debts of a partner. Hilke v. Bank of
Washington (A.), 251 S.W.2d 963.

A partner's interest in the partnership is his share of the
profits and surplus, and the same is personal property. (L. 1949 p. 506 §
26)

1. A conveyance by a partner of his 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 his 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 his assignor's interest and may require an account from the
date only of the last account agreed to by all the partners. (L. 1949 p.
506 § 27)

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 such judgment debt with
interest thereon; and may then or later appoint a receiver of his share
of the profits, and of any other money due or to fall due to him 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

(1) With separate property, by any one or more of the partners; or

(2) 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 his
right, if any, under the exemption laws, as regards his interest in the
partnership. (L. 1949 p. 506 § 28)

(1988) Under the Uniform Partnership Law, the proper method to "seize"
the interest of an individual partner in a partnership is to apply to the
court for a charging order. Partnership funds are not property held in
the form of joint interest, under section 454.528, RSMo (Mo.App. E.D.)
Wills v. Wills, 750 S.W.2d 567.

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. (L.
1949 p. 506 § 29)

On dissolution the partnership is not terminated but continues
until the winding up of partnership affairs is completed. (L. 1949 p. 506
§ 30)

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;

(5) By the bankruptcy of any partner or the partnership;

(6) By decree of court under section 358.320. (L. 1949 p. 506 § 31)

(1972) As used in partnership contract "dissolved by agreement of the
partners" did not mean agreement by less than all of the partners and
where partners other than plaintiff decided to dissolve partnership and
offered only the sum due under agreement clause inapplicable to
circumstances of dissolution, plaintiff was entitled to prejudgment
interest beginning on date of dissolution to date of judgment. Haynes v.
Allen (A.), 482 S.W.2d 85.

1. On application by or for a partner the court shall decree a
dissolution whenever:

(1) A partner is shown to be mentally incapacitated;

(2) A partner becomes in any other way incapable of performing his part
of the partnership contract;

(3) A partner has been guilty of such conduct as tends to affect
prejudicially the carrying on of the business;

(4) A partner willfully or persistently commits a breach of the
partnership agreement, or otherwise so conducts himself in matters
relating to the partnership business that it is not reasonably
practicable to carry on the business in partnership with him;

(5) The business of the partnership can only be carried on at a loss;

(6) Other circumstances render a dissolution equitable.

2. On the application of the purchaser of a partner's interest under
sections 358.270 and 358.280:

(1) After the termination of the specified term or particular undertaking;

(2) At any time if the partnership was a partnership at will when the
interest was assigned or when the charging order was issued. (L. 1949 p.
506 § 32, A.L. 1983 S.B. 44 & 45)

(1973) Where no fixed term for partnerships was agreed on and notice
provisions of agreement were met and partner "voluntarily" left
partnership, dissolution occurred and it was not necessary to sue for
dissolution under this section. Willman v. Beheler (Mo.), 499 S.W.2d 770.

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 358.340 so requires.

(2) With respect to persons not partners, as declared in section 358.350.
(L. 1949 p. 506 § 33)

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

(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; or

(3) The liability is for a debt, obligation or liability for which the
partner is not liable as provided in subsection 2 of section 358.150. (L.
1949 p. 506 § 34, A.L. 1995 H.B. 558)

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

(1) By any act appropriate for winding up partnership affairs or
completing transactions unfinished at dissolution;

(2) By any transaction which would bind the partnership if dissolution
had not taken place, provided the other party to the transaction

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

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

2. The liability of a partner under subdivision (2) of subsection 1 of
this section shall be satisfied out of partnership assets alone when such
partner had been prior to dissolution

(1) Unknown as a partner to the person with whom the contract is made; and

(2) So far unknown and inactive in partnership affairs that the business
reputation of the partnership could not be said to have been in any
degree due to his connection with it.

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

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

(2) Where the partner has become bankrupt; or

(3) Where the partner has no authority to wind up partnership affairs;
except by a transaction with one who

(a) Had extended credit to the partnership prior to dissolution and had
no knowledge or notice of his want of authority; or

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

4. Nothing in this section shall affect the liability under section
358.160 of any person who after dissolution represents himself or
consents to another representing him as a partner in a partnership
engaged in carrying on business. (L. 1949 p. 506 § 35)

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

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

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

4. The individual property of a deceased partner shall be liable for all
obligations of the partnership incurred while the partner was a partner
and for which the partner was liable under section 358.150, but subject
to the prior payment of the partner's separate debts. (L. 1949 p. 506 §
36, A.L. 1995 H.B. 558)

Unless otherwise agreed the partners who have not wrongfully
dissolved the partnership or the legal representative of the last
surviving partner, not bankrupt, has the right to wind up the partnership
affairs; provided, however, that any partner, his legal representative or
his assignee, upon cause shown, may obtain winding up by the court. (L.
1949 p. 506 § 37)

CROSS REFERENCE: Accounting and settlement with deceased partner's
estate, RSMo 473.220 to 473.230

1. A dissolved partnership may dispose of the known claims
against it in accordance with this subsection and subsection 2 of this
section. The dissolved partnership shall notify its known claimants in
writing of the dissolution at any time after its effective date. The
written notice shall:

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be fewer than ninety days from the
effective date of the written notice, by which the dissolved partnership
must receive the claim; and

(4) State that the claim will be barred if not received by the deadline.

2. Notwithstanding any provision of law to the contrary, including laws
regarding permissibility of third-party claims, a claim against a
partnership dissolved without fraudulent intent is barred if either of
the following occurs:

(1) A claimant who was given notice pursuant to subsection 1 of this
section does not deliver the claim to the dissolved partnership by the
deadline; or

(2) A claimant whose claim was rejected by the dissolved partnership does
not commence a proceeding to enforce the claim within one hundred twenty
days from the date of the rejection notice.

For the purposes of this subsection, "claim" does not include a
contingent liability or a claim based on an event occurring after the
effective date of dissolution.

3. A dissolved partnership may dispose of the unknown claims against it
by filing a notice of winding up in accordance with this subsection and
subsection 4 of this section. The notice of winding up shall:

(1) Contain a request that persons with claims against the partnership
present them in accordance with the notice of winding up;

(2) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent; and

(3) 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.

4. Notwithstanding any provision of law to the contrary, including laws
regarding permissibility of third-party claims, if a partnership
dissolved without fraudulent intent files a notice of winding up in
accordance with subsection 3 of this section, the claim of each of the
following claimants is barred unless the claimant commences a proceeding
to enforce the claim against the dissolved partnership within three years
after the date the notice of winding up was filed:

(1) A claimant who did not receive written notice pursuant to subsection
1 of this section;

(2) A claimant whose claim was timely sent to the dissolved partnership
but not acted on; or

(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.

5. A claim may be enforced pursuant to this section:

(1) Against the dissolved partnership, to the extent of its undistributed
assets; or

(2) If the assets have been distributed in liquidation, against a partner
of the dissolved partnership to the extent of the partner's pro rata
share of the claim or the partnership assets distributed to the partner
in liquidation, whichever is less, but a partner's total liability for
all claims pursuant to this section shall not exceed the total amount of
assets distributed to the partner in liquidation.

6. For the purposes of this section, "fraudulent intent" shall be
established if it is shown that the sole or primary purpose of the
dissolution was to defraud partners, creditors or others.

7. Notwithstanding any other provision of this chapter to the contrary,
except as provided in subsection 8 of this section, a claim against a
partnership dissolved pursuant to this chapter for which claim the
partnership has a contract of insurance which will indemnify the
partnership for any adverse result from such claim:

(1) Is not subject to the provisions of subsections 1 to 6 of this
section and may not be barred by compliance with subsections 1 to 6 of
this section;

(2) May be asserted at any time within the statutory period otherwise
provided by law for such claims;

(3) May be asserted against, and service of process had upon, the
dissolved or dissolving partnership for whom the court, at the request of
the party bringing the suit, shall appoint a defendant ad litem.

8. Judgments obtained in suits filed and prosecuted pursuant to
subsection 7 of this section shall only be enforceable against one or
more contracts of insurance issued to the partnership, its officers,
directors, agents, servants or employees, indemnifying them, or any of
them, against such claims. (L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

1. When dissolution is caused in any way, except in
contravention of the partnership agreement, each partner, as against his
copartners and all persons claiming through them in respect of their
interests in the partnership, unless otherwise agreed, may have the
partnership property applied to discharge its liabilities, and the
surplus applied to pay in cash the net amount owing to the respective
partners. But if dissolution is caused by expulsion of a partner, bona
fide under the partnership agreement and if the expelled partner is
discharged from all partnership liabilities, either by payment or
agreement under subsection 2 of section 358.360, he shall receive in cash
only the net amount due him from the partnership.

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

(1) Each partner who has not caused dissolution wrongfully shall have

(a) All the rights specified in subsection 1 of this section; and

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

(2) The partners who have not caused the dissolution wrongfully, if they
all desire to continue the business in the same name, either by
themselves or jointly with others, may do so, during the agreed term for
the partnership and for that purpose may possess the partnership
property, provided they secure the payment by bond approved by the court,
or pay to any partner who has caused the dissolution wrongfully, the
value of his interest in the partnership at the dissolution, less any
damages recoverable under paragraph (b) of subdivision (1) of subsection
2 of this section, and in like manner indemnify him against all present
or future partnership liabilities.

(3) A partner who has caused the dissolution wrongfully shall have:

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

(b) If the business is continued under subdivision (2) of subsection 2 of
this section the right as against his copartners and all claiming through
them in respect of their interests in the partnership, to have the value
of his interests in the partnership, less any damages caused to his
copartners by the dissolution, ascertained and paid to him in cash, or
the payment secured by bond approved by the court, and to be released
from all existing liabilities of the partnership; but in ascertaining the
value of the partner's interest the value of the goodwill of the business
shall not be considered. (L. 1949 p. 506 § 38)

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

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

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

(3) To be indemnified by the person guilty of the fraud or making the
representation against all debts and liabilities of the partnership. (L.
1949 p. 506 § 39)

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

(1) The assets of the partnership are:

(a) The partnership property; and

(b) The contributions of the partners specified in subdivision (4) of
this section.

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

(a) Those owing to creditors other than partners;

(b) Those owing to partners other than for capital and profits;

(c) Those owing to partners in respect of capital;

(d) Those owing to partners in respect of profits.

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

(4) Except as provided in subsection 2 of section 358.150:

(a) The partners shall contribute as provided by subdivision (1) of
section 358.180 the amount necessary to satisfy the liabilities; and

(b) If any, but not all, of the partners are insolvent, or, not being
subject to process, refuse to contribute, the other partners shall
contribute their share of the liabilities, and, in the relative
proportions in which they share the profits, the additional amount
necessary to pay the liabilities.

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

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

(7) The individual property of a deceased partner shall be liable for the
contributions specified in subdivision (4) of this section.

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

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

(a) Those owing to separate creditors;

(b) Those owing to partnership creditors;

(c) Those owing to partners by way of contribution. (L. 1949 p. 506 § 40,
A.L. 1995 H.B. 558)

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, his 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 his 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 subdivision (2) of
subsection 2 of section 358.380, 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 his 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 such person or partnership. (L. 1949
p. 506 § 41)

When any partner retires or dies, and the business is continued
under any of the conditions set forth in subsections 1, 2, 3, 4, 5, and 6
of section 358.410, or subdivision (2) of subsection 2 of section 358.380
without any settlement of accounts as between him or his estate and the
person or partnership continuing the business, unless otherwise agreed,
he or his legal representative as against such persons or partnership may
have the value of his interest at the date of dissolution ascertained,
and shall receive as an ordinary creditor an amount equal to the value of
his interest in the dissolved partnership with interest, or, at his
option or at the option of his legal representative, in lieu of interest,
the profits attributable to the use of his right in the property of the
dissolved partnership; provided that the creditors of the dissolved
partnership as against the separate creditors, or the representative of
the retired or deceased partner, shall have priority on any claim arising
under this section, as provided by subsection 8 of section 358.410. (L.
1949 p. 506 § 42)

The right to an account of his interest shall accrue to any
partner, or his legal representative, as against the winding up partners
or the surviving partners or the person or partnership continuing the
business, at the date of dissolution, in the absence of any agreement to
the contrary. (L. 1949 p. 506 § 43)

1. To register as a limited liability partnership pursuant to
this section, a written application shall be filed with the office of the
secretary of state. The application shall set forth:

(1) The name of the partnership;

(2) The address of a registered office and the name and address of a
registered agent for service of process required to be maintained by
section 358.470;

(3) The number of partners in the partnership at the date of application;

(4) A brief statement of the principal business in which the partnership
engages;

(5) That the partnership thereby applies for registration as a registered
limited liability partnership; and

(6) Any other information the partnership determines to include in the
application.

2. The application shall be signed on behalf of the partnership by a
majority of the partners or by one or more partners authorized by a
majority in interest of the partners to sign the application on behalf of
the partnership.

3. The application shall be accompanied by a fee payable to the secretary
of state of twenty-five dollars for each partner of the partnership, but
the fee shall not exceed one hundred dollars. All moneys from the payment
of this fee shall be deposited into the general revenue fund.

4. A person who files a document according to this section as an agent or
fiduciary need not exhibit evidence of the partner's authority as a
prerequisite to filing. Any signature on such document may be a
facsimile. If the secretary of state finds that the filing conforms to
law, the secretary of state shall:

(1) Endorse on the copy the word "Filed" and the month, day and year of
the filing;

(2) File the original in the secretary of state's office; and

(3) Return the copy to the person who filed it or to the person's
representative.

5. A partnership becomes a registered limited liability partnership on
the date of the filing in the office of the secretary of state of an
application that, as to form, meets the requirements of subsections 1 and
2 of this section and that is accompanied by the fee specified in
subsection 3 of this section, or at any later time specified in the
application.

6. An initial application filed under subsection 1 of this section by a
partnership registered by the secretary of state as a limited liability
partnership expires one year after the date of registration unless
earlier withdrawn or revoked or unless renewed in accordance with
subsection 9 of this section.

7. If a person is included in the number of partners of a registered
limited liability partnership set forth in an application, a renewal
application or a certificate of amendment of an application or a renewal
application, the inclusion of such person shall not be admissible as
evidence in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, for the purpose of determining whether
such person is liable as a partner of such registered limited liability
partnership. The status of a partnership as a registered limited
liability partnership and the liability of a partner of such registered
limited liability partnership shall not be adversely affected if the
number of partners stated in an application, a renewal application or a
certificate of amendment of an application or a renewal application is
erroneously stated provided that the application, renewal application or
certificate of amendment of an application or a renewal application was
filed in good faith.

8. Any person who files an application or a renewal application in the
office of the secretary of state pursuant to this section shall not be
required to file any other documents pursuant to chapter 417, RSMo, which
requires filing for fictitious names.

9. An effective registration may be renewed before its expiration by
filing in duplicate with the secretary of state an application containing
current information of the kind required in an initial application,
including the registration number as assigned by the secretary of state.
The renewal application shall be accompanied by a fee of one hundred
dollars on the date of renewal plus, if the renewal increases the number
of partners, fifty dollars for each partner added, but the fee shall not
exceed two hundred dollars. All moneys from such fees shall be deposited
into the general revenue fund. A renewal application filed under this
section continues an effective registration for one year after the date
the effective registration would otherwise expire.

10. A registration may be withdrawn by filing with the secretary of state
a written withdrawal notice signed on behalf of the partnership by a
majority of the partners or by one or more partners authorized by a
majority of the partners to sign the notice on behalf of the partnership.
A withdrawal notice shall include the name of the partnership, the date
of registration of the partnership's last application under this section,
and a current street address of the partnership's principal office in
this state or outside the state, as applicable. A withdrawal notice
terminates the registration of the partnership as a limited liability
partnership as of the date of filing the notice in the office of the
secretary of state. The withdrawal notice shall be accompanied by a
filing fee of twenty dollars.

11. If a partnership that has registered pursuant to this section ceases
to be registered as provided in subsection 6 or 10 of this section, that
fact shall not affect the status of the partnership as a registered
limited liability partnership prior to the date the partnership ceased to
be registered pursuant to this section.

12. A document filed under this section may be amended or corrected by
filing with the secretary of state articles of amendment, signed by a
majority of the partners or by one or more partners authorized by a
majority of the partners. The articles of amendment shall contain:

(1) The name of the partnership;

(2) The identity of the document being amended;

(3) The part of the document being amended; and

(4) The amendment or correction.

The articles of amendment shall be accompanied by a filing fee of twenty
dollars plus, if the amendment increases the number of partners, fifty
dollars for each partner added, but the fee shall not exceed two hundred
dollars; provided that no amendment of an application or a renewal
application is required as a result of a change after the application or
renewal application is filed in the number of partners of the registered
limited liability partnership or in the business in which the registered
limited liability partnership engages. All moneys from such fees shall be
deposited into the general revenue fund. 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.

13. No later than ninety days after the happening of any of the following
events, an amendment to an application or a renewal application
reflecting the occurrence of the event or events shall be executed and
filed by a majority in interest of the partners or by one or more
partners authorized by a majority of the partners to execute an amendment
to the application or renewal application:

(1) A change in the name of the registered limited liability partnership;

(2) Except as provided in subsections 2 and 3 of section 358.470, a
change in the address of the registered office or a change in the name or
address of the registered agent of the registered limited liability
partnership.

14. Unless otherwise provided in this chapter or in the certificate of
amendment of an application or a renewal application, a certificate of
amendment of an application or a renewal application or a withdrawal
notice of an application or a renewal application shall be effective at
the time of its filing with the secretary of state.

15. The secretary of state may provide forms for the application
specified in subsection 1 of this section, the renewal application
specified in subsection 9 of this section, the withdrawal notice
specified in subsection 10 of this section, and the amendment or
correction specified in subsection 12 of this section.

16. The secretary of state may remove from its active records the
registration of a partnership whose registration has been withdrawn,
revoked or has expired.

17. The secretary of state may revoke the filing of a document filed
under this section if the secretary of state determines that the filing
fee for the document was paid by an instrument that was dishonored when
presented by the state for payment. The secretary of state shall return
the document and give notice of revocation to the filing party by regular
mail. Failure to give or receive notice does not invalidate the
revocation. A revocation of a filing does not affect an earlier filing.

18. If any person signs a document required or permitted to be filed
pursuant to sections 358.440 to 358.500 which the person knows is false
in any material respect with the intent that the document be delivered on
behalf of a partnership to the secretary of state for filing, such person
shall be guilty of a class A misdemeanor. Unintentional errors in the
information set forth in an application filed pursuant to subsection 1 of
this section, or changes in the information after the filing of the
application, shall not affect the status of a partnership as a registered
limited liability partnership.

19. Before transacting business in this state, a foreign registered
limited liability partnership shall:

(1) Comply with any statutory or administrative registration or filing
requirements governing the specific type of business in which the
partnership is engaged; and

(2) Register as a limited liability partnership as provided in this
section by filing an application which shall, in addition to the other
matters required to be set forth in such application, include a statement:

(a) That the secretary is irrevocably appointed the agent of the foreign
limited liability partnership for service of process if the limited
liability partnership fails to maintain a registered agent in this state
or if the agent cannot be found or served with the exercise of reasonable
diligence; and

(b) Of the address of the office required to be maintained in the
jurisdiction of its organization by the laws of that jurisdiction or, if
not so required, of the principal office of the foreign limited liability
partnership.

20. A partnership that registers as a limited liability partnership shall
not be deemed to have dissolved as a result thereof and is for all
purposes the same partnership that existed before the registration and
continues to be a partnership under the laws of this state. If a
registered limited liability partnership dissolves, a partnership which
is a successor to such registered limited liability partnership and which
intends to be a registered limited liability partnership shall not be
required to file a new registration and shall be deemed to have filed any
documents required or permitted under this chapter which were filed by
the predecessor partnership. (L. 1995 H.B. 558, A.L. 1997 H.B. 655 merged
with S.B. 170, A.L. 2004 H.B. 1664)

1. The name of a partnership registered pursuant to section
358.440 and the name of a foreign registered limited liability
partnership doing business in this state shall contain the words
"Registered Limited Liability Partnership" or the abbreviation "L.L.P."
or "LLP" as the last words or letters of its name.

2. The name of a registered limited liability partnership or foreign
registered limited liability partnership shall be such as to distinguish
it upon the records in the office of the secretary of state from the name
of any corporation, limited partnership, limited liability company,
business trust, registered limited liability partnership or foreign
registered limited liability partnership reserved, registered, formed or
organized under the laws of this state or qualified to do business or
registered as a foreign corporation, foreign limited partnership or
foreign limited liability company in this state; provided, however, that
a registered limited liability partnership or foreign registered limited
liability partnership may register under any name which is not such as to
distinguish it upon the records in the office of the secretary of state
from the name of any domestic or foreign corporation, limited
partnership, limited liability company, business trust or registered
limited liability partnership or foreign registered limited liability
partnership reserved, registered, formed or organized under the laws of
this state with the written consent of the other corporation, limited
partnership, limited liability company, business trust or registered
limited liability partnership or foreign registered limited liability
partnership, which written consent shall be filed with the secretary of
state. (L. 1995 H.B. 558)

1. The exclusive right to the use of a name of a registered
limited liability partnership or foreign registered limited liability
partnership may be reserved by:

(1) Any person intending to become a registered limited liability
partnership or foreign registered limited liability partnership under
this chapter and to adopt that name; and

(2) Any registered limited liability partnership or foreign registered
limited liability partnership which proposes to change its name.

2. The reservation of a specified name shall be made by filing with the
secretary of state an application, executed by the applicant, specifying
the name to be reserved and the name and address of the applicant. If the
secretary of state finds that the name is available for use by a
registered limited liability partnership or foreign registered limited
liability partnership, the secretary of state shall reserve the name for
the exclusive use of the applicant for a period of sixty days. A name
reservation shall not exceed a period of one hundred eighty days from the
date of the first name reservation application. Upon the one hundred
eighty-first day the name shall cease reserve status and shall not be
placed back in such status. The right to the exclusive use of a reserved
name may be transferred to any other person by filing in the office of
the secretary of state a notice of the transfer, executed by the
applicant for whom the name was reserved, specifying the name to be
transferred and the name and address of the transferee. The reservation
of a specified name may be canceled by filing with the secretary of state
a notice of cancellation, executed by the applicant or transferee,
specifying the name reservation to be canceled and the name and address
of the applicant or transferee.

3. A fee in the amount of twenty-five dollars shall be paid to the
secretary of state upon receipt for filing of an application for
reservation of name, an application for renewal of reservation or a
notice of transfer or cancellation pursuant to this section. All moneys
from the payment of this fee shall be deposited into the general revenue
fund. (L. 1995 H.B. 558, A.L. 2004 H.B. 1664)

1. Each registered limited liability partnership and each
foreign registered limited liability partnership shall have and maintain
in the state of Missouri:

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

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

2. A registered agent may change the address of the registered office of
the registered limited liability partnerships or foreign registered
limited liability partnerships for which the agent is the registered
agent to another address in the state of Missouri by paying a fee in the
amount of ten dollars, and a further fee in the amount of two dollars for
each registered limited liability partnership or foreign registered
limited liability partnership affected thereby, to the secretary of state
and filing with the secretary of state a certificate, executed by such
registered agent, setting forth the names of all the registered limited
liability partnerships or foreign registered limited liability
partnerships represented by such registered agent, and the address at
which such registered agent has maintained the registered office for each
of such registered limited liability partnerships or foreign registered
limited liability partnerships, and further certifying to the new address
to which such registered office will be changed on a given day, and at
which new address such registered agent will thereafter maintain the
registered office for each of the registered limited liability
partnerships or foreign registered limited liability partnerships recited
in the certificate. Upon the filing of such certificate, the secretary of
state shall furnish to the registered agent a certified copy of the same
under the secretary of state's hand and seal of office, and thereafter,
or until further change of address, as authorized by law, the registered
office in the state of Missouri of each of the registered limited
liability partnerships or foreign registered limited liability
partnerships recited in the certificate shall be located at the new
address of the registered agent thereof as given in the certificate. In
the event of a change of name of any person acting as a registered agent
of a registered limited liability partnership or foreign registered
limited liability partnership, such registered agent shall file with the
secretary of state a certificate, executed by such registered agent,
setting forth the new name of such registered agent, the name of such
registered agent before it was changed, the names of all the registered
limited liability partnerships or foreign registered limited liability
partnerships represented by such registered agent, and the address at
which such registered agent has maintained the registered office for each
of such registered limited liability partnerships or foreign registered
limited liability partnerships, and shall pay a fee in the amount of
twenty-five dollars, and a further fee in the amount of two dollars for
each registered limited liability partnership or foreign registered
limited liability partnership affected thereby, to the secretary of
state. Upon the filing of such certificate, the secretary of state shall
furnish to the registered agent a certified copy of the same under the
secretary of state's hand and seal of office. Filing a certificate under
this section shall be deemed to be an amendment of the application,
renewal application or notice filed pursuant to subsection 19 of section
358.440, as the case may be, of each registered limited liability
partnership or foreign registered limited liability partnership affected
thereby, and each such registered limited liability partnership or
foreign registered limited liability partnership shall not be required to
take any further action with respect thereto to amend its application,
renewal application or notice filed, as the case may be, pursuant to
section 358.440. Any registered agent filing a certificate under this
section shall promptly, upon such filing, deliver a copy of any such
certificate to each registered limited liability partnership or foreign
registered limited liability partnership affected thereby.

3. The registered agent of one or more registered limited liability
partnerships or foreign registered limited liability partnerships may
resign and appoint a successor registered agent by paying a fee in the
amount of fifty dollars, and a further fee in the amount of two dollars
for each registered limited liability partnership or foreign registered
limited liability partnership affected thereby, to the secretary of state
and filing a certificate with the secretary of state, stating that it
resigns and the name and address of the successor registered agent. There
shall be attached to such certificate a statement executed by each
affected registered limited liability partnership or foreign registered
limited liability partnership ratifying and approving such change of
registered agent. Upon such filing, the successor registered agent shall
become the registered agent of such registered limited liability
partnerships or foreign registered limited liability partnerships as have
ratified and approved such substitution and the successor registered
agent's address, as stated in such certificate, shall become the address
of each such registered limited liability partnership's or foreign
registered limited liability partnership's registered office in the state
of Missouri. The secretary of state shall furnish to the successor
registered agent a certified copy of the certificate of resignation.
Filing of such certificate of resignation shall be deemed to be an
amendment of the application, renewal application or notice filed
pursuant to subsection 19 of section 358.440, as the case may be, of each
registered limited liability partnership or foreign registered limited
liability partnership affected thereby, and each such registered limited
liability partnership or foreign registered limited liability partnership
shall not be required to take any further action with respect thereto, to
amend its application, renewal application or notice filed pursuant to
subsection 19 of section 358.440, as the case may be, pursuant to section
358.440.

4. The registered agent of a registered limited liability partnership or
foreign registered limited liability partnership may resign without
appointing a successor registered agent by paying a fee in the amount of
ten dollars to the secretary of state and filing a certificate with the
secretary of state stating that it resigns as registered agent for the
registered limited liability partnership or foreign registered limited
liability partnership identified in the certificate, but such resignation
shall not become effective until one hundred twenty days after the
certificate is filed. There shall be attached to such certificate an
affidavit of such registered agent, if an individual, or the president, a
vice president or the secretary thereof if a corporation, that at least
thirty days prior to and on or about the date of the filing of the
certificate, notices were sent by certified or registered mail to the
registered limited liability partnership or foreign registered limited
liability partnership for which such registered agent is resigning as
registered agent, at the principal office thereof within or outside the
state of Missouri, if known to such registered agent or, if not, to the
last known address of the attorney or other individual at whose request
such registered agent was appointed for such registered limited liability
partnership or foreign registered limited liability partnership, of the
resignation of such registered agent. After receipt of the notice of the
resignation of its registered agent, the registered limited liability
partnership or foreign registered limited liability partnership for which
such registered agent was acting shall obtain and designate a new
registered agent, to take the place of the registered agent so resigning.
If such registered limited liability partnership or foreign registered
limited liability partnership fails to obtain and designate a new
registered agent prior to the expiration of the period of one hundred
twenty days after the filing by the registered agent of the certificate
of resignation, the application, renewal application or notice filed
pursuant to subsection 19 of section 358.440 of such registered limited
liability partnership or foreign registered limited liability partnership
shall be deemed to be canceled. (L. 1995 H.B. 558)

The fact that an application, a renewal application, a
certificate of amendment of an application, or a renewal application is
on file in the office of the secretary of state is notice that the
partnership is a registered limited liability partnership and is notice
of all other facts set forth in the renewal application or certificate of
amendment of an application or a renewal application. (L. 1995 H.B. 558)

1. A fee in the amount of five dollars shall be paid to the
secretary of state for a certified copy of any paper on file as provided
for by this chapter in a written electronic format. One dollar for each
additional page shall be paid to the secretary of state for written
requests. Moneys from such fees shall be paid into the general revenue
fund.

2. The secretary of state may issue certificates of good standing
relating to the registered limited liability partnerships in a written or
electronic format for a fee in the amount of five dollars, except that
for issuing an abstract that recites all of the registered limited
liability partnership's filings with the secretary of state, a fee of
five dollars shall be paid to the secretary of state. (L. 1995 H.B. 558,
A.L. 2004 H.B. 1664)

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

2. The legal existence of a registered limited liability partnership
formed pursuant to an agreement governed by the laws of this state shall
be recognized outside this state and the laws of this state governing
such a registered limited liability partnership shall be granted full
faith and credit under the Constitution of the United States.

3. The internal affairs of a partnership, including a registered limited
liability partnership, formed pursuant to an agreement governed by the
laws of this state, including the liability of partners for debts,
obligations, and liabilities of or chargeable to the partnership, shall
be subject to and governed by the laws of this state.

4. The internal affairs of a partnership, including a limited liability
partnership, formed pursuant to an agreement governed by the laws of
another jurisdiction, including the liability of partners for debts,
obligations and liabilities of, or chargeable to the partnership, shall
be subject to, and governed by, the laws of such other jurisdiction. (L.
1995 H.B. 558)

The secretary of state may collect an additional fee of five
dollars on each and every fee required in this chapter relating to
limited liability partnerships. All fees collected as provided in this
section shall be deposited in the state treasury and credited to the
secretary of state's technology trust fund account. (L. 1995 H.B. 558)

1. A domestic limited partnership may become a registered
limited liability limited partnership by complying with the applicable
provisions of the Missouri uniform limited partnership act, chapter 359,
RSMo, and by registering as a registered limited liability limited
partnership under this chapter. A general partner in a limited
partnership that has so registered as a registered limited liability
limited partnership shall be accorded all the limited liability
protection of a partner in a general partnership registered as a
registered limited liability partnership under this chapter.

2. A foreign limited partnership that may register as a limited liability
limited partnership or its equivalent pursuant to the laws of the
jurisdiction of its formation, and has so registered in such
jurisdiction, may become a registered limited liability limited
partnership by complying with the applicable provisions of chapter 359,
RSMo, and by registering as a registered limited liability limited
partnership pursuant to this chapter. A general partner in a foreign
limited partnership that has registered as a registered limited liability
limited partnership shall have the same limited liability protection as a
partner in a registered limited liability partnership pursuant to the
laws of such foreign jurisdiction. (L. 1995 H.B. 558, A.L. 1997 H.B. 655
merged with S.B. 170, A.L. 1998 H.B. 1228 merged with S.B. 680 merged
with S.B. 844)

1. Pursuant to an agreement of merger or consolidation, a
domestic general partnership may merge or consolidate with or into one or
more general partnerships formed under the laws of this state or any
other jurisdiction, with such general partnership as the agreement shall
provide being the surviving or resulting general partnership. A domestic
general partnership may merge or consolidate with one or more domestic or
foreign limited 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 general
partnership, as provided in sections 347.700 to 347.735, RSMo.

2. The agreement of merger or consolidation shall be approved by the
number or percentage of partners specified in the partnership agreement.
If the partnership agreement fails to specify the required partner
approval for merger or consolidation of the general partnership, then the
agreement of merger or consolidation shall be approved by that number or
percentage of 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 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
partners.

3. In the case of a merger or consolidation of one or more domestic
partnerships into a surviving partnership, the surviving 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
of state 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 partnership in a merger or the new
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 partnership;

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

(7) A statement that a copy of the agreement of merger or consolidation
will be furnished by the surviving or new 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 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. If, following a merger or consolidation of one or more domestic
partnerships and one or more partnerships formed under the laws of any
state, the surviving or resulting partnership is not a domestic
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 partnership, stating
that such surviving or resulting partnership may be served with process
in this state in any action, suit or proceeding for the enforcement of
any obligation of such domestic partnership, irrevocably appointing the
secretary of state as such surviving or resulting 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 partnership to the secretary of state.

6. 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 the rights, privileges, franchises and powers of each
of the partnerships that have merged or consolidated, and all property,
real, personal, and mixed, and all debts due to any of such partnerships,
as well as all other things and causes of action belonging to each of
such partnerships shall be vested in the surviving or resulting
partnership, and shall thereafter be the property of the surviving or
resulting partnership as they were of each of the 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 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 such
partnerships shall be preserved unimpaired, and all debts, liabilities
and duties of each of the partnerships that have merged or consolidated
shall thenceforth attach to the surviving or resulting partnership, and
may be enforced against such surviving or resulting partnership to the
same extent as if such debts, liabilities, and duties had been incurred
or contracted by such surviving or resulting partnership. (L. 1997 H.B.
655 merged with S.B. 170, A.L. 2003 S.B. 394)

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