Missouri Statute | Act | Code |Corporations, Associations And Partnerships| US Code - US Statute | Chapter 359 Uniform Limited Partnership Law

As used in this chapter, the following terms mean:

(1) "Certificate of limited partnership", the certificate referred to in
section 359.091, and the certificate as amended or restated;

(2) "Contribution", any cash, property, services rendered, or a
promissory note or other binding obligation to contribute cash or
property or to perform services, which a partner contributes to a limited
partnership in his capacity as a partner;

(3) "Event of withdrawal of a general partner", an event that causes a
person to cease to be a general partner as provided in section 359.241;

(4) "Foreign limited partnership", a partnership formed under the laws of
any country or of any state other than this state and having as partners
one or more general partners and one or more limited partners;

(5) "General partner", a person who has been admitted to a limited
partnership as a general partner in accordance with the partnership
agreement and named in the certificate of limited partnership as a
general partner;

(6) "Limited partner", a person who has been admitted to a limited
partnership as a limited partner in accordance with the partnership
agreement;

(7) "Limited partnership" and "domestic limited partnership", a
partnership formed by two or more persons under the laws of this state
and having one or more general partners and one or more limited partners;

(8) "Partner", a limited or general partner;

(9) "Partnership agreement", any valid agreement, written or oral, of the
partners as to the affairs of a limited partnership and the conduct of
its business;

(10) "Partnership interest", a partner's share of the profits and losses
of a limited partnership and the right to receive distributions of
partnership assets;

(11) "Person", a natural person, partnership, limited partnership
(domestic or foreign), domestic or foreign limited liability company,
trust, estate, association, or corporation;

(12) "Registered limited liability limited partnership", a limited
partnership complying with section 359.172;

(13) "State", a state, territory, or possession of the United States, the
District of Columbia, or the Commonwealth of Puerto Rico. (L. 1985 H.B.
512 & 650, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20, A.L. 1997 H.B.
655 merged with S.B. 170)

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

The name of each limited partnership as set forth in its
certificate of limited partnership:

(1) Shall contain the words "limited partnership" or the abbreviation
"LP" or "L.P.";

(2) May not contain the name of a limited partner unless:

(a) It is also the name of a general partner or the corporate name of a
corporate general partner; or

(b) The business of the limited partnership has been carried on under
that name before the admission of that limited partner;

(3) Shall be distinguishable from the name of any domestic corporation,
limited partnership, limited liability partnership, or limited liability
limited partnership, or limited liability company existing under the law
of this state or any foreign corporation, foreign limited partnership,
foreign limited liability partnership, or foreign limited liability
limited partnership, or foreign limited liability company authorized to
transact business in this state, or a name the exclusive right to which
is, at the time, reserved in the manner provided in this chapter or any
other business entity organized, reserved, or registered under the laws
of this state. If the name is the same, a word must be added to make such
name distinguishable from the name of such other corporation, limited
liability company, limited liability partnership, or limited liability
limited partnership, or limited partnership;

(4) May not contain the following words: "corporation", "incorporated",
or an abbreviation of one of such words;

(5) May not contain any word or phrase which indicates or implies that it
is a governmental agency. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432,
A.L. 1993 S.B. 66 & 20, A.L. 1998 H.B. 1228 merged with S.B. 680 merged
with S.B. 844, A.L. 2004 H.B. 1664)

1. The exclusive right to the use of a name may be reserved by:

(1) Any person intending to organize a limited partnership under this
chapter and to adopt that name;

(2) Any domestic limited partnership or any foreign limited partnership
registered in this state which, in either case, intends to adopt that
name;

(3) Any foreign limited partnership intending to register in this state
and adopt that name; and

(4) Any person intending to organize a foreign limited partnership and
intending to have it register in this state and adopt that name.

2. The reservation shall be made by filing with the secretary of state an
application, in a form prescribed by the secretary of state, executed by
the applicant, to reserve a specified name. If the secretary of state
finds that the name is not registered with the secretary of state as a
fictitious name pursuant to section 417.210, RSMo, as a corporation name
or a limited partnership name, the secretary of state shall reserve the
name for the exclusive use of the applicant for a period of sixty days. A
name reservation shall not exceed a period of one hundred eighty days
from the date of the first name reservation application. Upon the one
hundred eighty-first day the name shall cease reserve status and shall
not be placed back in such status. The right to the exclusive use of a
reserved name may be transferred to any other person by filing in the
office of the secretary of state a notice of the transfer, executed by
the applicant for whom the name was reserved and specifying the name and
address of the transferee. (L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)

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

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

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

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

(1) The name of the limited partnership;

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

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

(4) The name of its then registered agent;

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

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

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

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

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

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

6. In the event that a limited partnership shall fail to appoint or
maintain a registered agent in this state, then the secretary of state,
as long as such default exists, shall be automatically appointed as an
agent of such limited partnership upon whom any process, notice, or
demand required or permitted by law to be served upon the limited
partnership may be served. Service on the secretary of state of any
process, notice or demand against a limited partnership shall be made by
delivering to and leaving with the secretary of state, or with any clerk
having charge of the limited partnership department of the secretary of
state's office, a copy of such process, notice or demand. In the event
that any process, notice, or demand is served on the secretary of state,
the secretary of state shall immediately cause a copy thereof to be
forwarded by registered mail, addressed to the limited partnership at its
registered office in this state. Nothing herein contained shall limit or
affect the right to serve any process, notice, or demand required or
permitted by law to be served upon a limited partnership in any other
manner now or hereafter permitted by law. (L. 1985 H.B. 512 & 650, A.L.
1998 S.B. 844, A.L. 2004 H.B. 1664)

Each limited partnership shall keep the following:

(1) A current and a past list of the full name and last known mailing
address of each partner, specifying the general partners and the limited
partners, in alphabetical order;

(2) A copy of the certificate of limited partnership and all certificates
of amendment thereto, together with executed copies of any powers of
attorney pursuant to which any certificate has been executed;

(3) Copies of the limited partnership's federal, state and local income
tax returns and reports, if any, for the three most recent years;

(4) Copies of any then effective written partnership agreements and of
any financial statements of the limited partnership for the three most
recent years;

(5) Unless contained in a written partnership agreement, a writing
setting out:

(a) The amount of cash and a statement of the agreed value of the other
property or services contributed by each partner and which each partner
has agreed to contribute;

(b) The times at which or events on the happening of which any additional
contributions agreed to be made by each partner are to be made;

(c) Any right of a partner to receive, or a general partner to make,
distributions to a partner which include a return of all or any part of
the partner's contribution; and

(d) Any events upon the happening of which the limited partnership is to
be dissolved and its affairs wound up.

2. Records kept under this section are subject to inspection and copying
at the reasonable request, and at the expense, of any partner during
ordinary business hours. The secretary of state may request in writing
that the limited partnership forward to him a complete copy of the
current or past or both partnership lists kept under this section without
cost to the secretary of state.

3. Any general partner of a limited partnership may be individually
subject to the following sanctions if the general partner fails to
deliver the partnership list to the secretary of state's office within
twenty days after receiving the written demand for such list:

(1) Assessed a civil penalty in the amount of fifty dollars a day for
each day the list has not been delivered to the secretary of state but
not to exceed ten thousand dollars;

(2) Prosecuted criminally with any resulting conviction being deemed a
class A misdemeanor. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

A limited partnership may be organized pursuant to this chapter
to conduct or promote any lawful business or purpose within this state or
any other jurisdiction. (L. 1985 H.B. 512 & 650, A.L. 1997 H.B. 655
merged with S.B. 170)

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

Except as provided in the partnership agreement, a partner may
lend money to and transact other business with the limited partnership
and, subject to other applicable law, has the same rights and obligations
with respect thereto as a person who is not a partner. (L. 1985 H.B. 512
& 650)

Effective 1-1-87

A limited partnership shall, in the partnership name, sue and be
sued, complain and defend in any court of law or equity. (L. 1985 H.B.
512 & 650, A.L. 1990 H.B. 1432)

1. In order to form a limited partnership, a certificate of
limited partnership shall be executed and filed in the office of the
secretary of state. The certificate shall set forth:

(1) The name of the limited partnership;

(2) The address of the registered office and the name of the registered
agent at such office;

(3) The name and the mailing address of each general partner;

(4) The events, if any on which the limited partnership is to dissolve or
the number of years the limited partnership is to continue, which may be
any number or perpetual;

(5) Any other matters the general partners determine to include therein.

2. A limited partnership is formed at the time of the filing of the
certificate of limited partnership in the office of the secretary of
state or at any other time specified in the certificate of limited
partnership if, in either case, there has been substantial compliance
with the requirements of this section. (L. 1985 H.B. 512 & 650, A.L. 1990
H.B. 1432, A.L. 2000 S.B. 896)

1. A certificate of limited partnership is amended by filing a
certificate of amendment thereto in the office of the secretary of state.
The certificate shall set forth:

(1) The name of the limited partnership;

(2) The date of filing the certificate;

(3) The amendment to the certificate; and

(4) The effective date, if any, as provided in subsection 2 of section
359.141.

2. Within thirty days after the happening of any of the following events,
an amendment to a certificate of limited partnership reflecting the
occurrence of the event or events shall be filed:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner;

(3) The continuation of the business under section 359.451 after an event
of withdrawal of a general partner.

3. A general partner who becomes aware that any statement in a
certificate of limited partnership was false when made or that any
arrangements or other facts described have changed, making the
certificate inaccurate in any respect, shall promptly amend the
certificate.

4. Except as otherwise provided in the partnership agreement, a
certificate of limited partnership may be amended at any time for any
other proper purpose the partners determine.

5. No person has any liability because an amendment to a certificate of
limited partnership has not been filed to reflect the occurrence of any
event referred to in subsection 2 of this section if the amendment is
filed within the thirty-day period specified in subsection 2 of this
section.

6. A restated certificate of limited partnership may be executed and
filed in the same manner as a certificate of amendment. (L. 1985 H.B. 512
& 650, A.L. 1990 H.B. 1432)

A certificate of limited partnership shall be canceled upon the
dissolution and the commencement of winding up of the partnership or at
any other time there are no limited partners. A certificate of
cancellation shall be filed in the office of the secretary of state and
set forth:

(1) The name of the limited partnership;

(2) The date of filing of its certificate of limited partnership;

(3) The reason for filing the certificate of cancellation;

(4) The effective date as provided in subsection 2 of section 359.141
(which shall be a date certain) of cancellation if it is not to be
effective upon the filing of the certificate; and

(5) Any other information the general partners filing the certificate
determine. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

1. Each certificate required by this chapter to be filed in the
office of the secretary of state shall be executed in the following
manner:

(1) An original certificate of limited partnership must be signed by all
general partners;

(2) A certificate of amendment must be signed by at least one general
partner and by each other general partner designated in the certificate
as a new general partner;

(3) A certificate of cancellation must be signed by all general partners.

2. Any person may sign a certificate by an attorney-in-fact, but a power
of attorney to sign a certificate relating to the admission of a general
partner shall specifically describe the admission.

3. The execution of a certificate by a general partner constitutes an
affirmation under the penalties of section 575.040, RSMo, that the facts
stated therein are true. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432,
A.L. 2004 H.B. 1664)

If a person required by section 359.121 to execute any
certificate fails or refuses to do so, any other person who is adversely
affected by the failure or refusal may petition the circuit court of the
county of the principal place of business or of the registered office of
the limited partnership to direct the execution of the certificate. If
the court finds that it is proper for the certificate to be executed and
that any person so designated has failed or refused to execute the
certificate, it shall order the secretary of state to record an
appropriate certificate. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

1. An original copy of the certificate of limited partnership
and of any certificates of amendment or cancellation (or of any judicial
decree of amendment or cancellation) shall be delivered to the secretary
of state. A person who executes a certificate as an agent or fiduciary
need not exhibit evidence of his authority as a prerequisite to filing.
Unless the secretary of state finds that any certificate does not conform
to law, upon receipt of all filing fees required by law, he shall:

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

(2) File the original in his office; and

(3) Return a copy to the person who filed it or his representative.

2. Upon the filing of a certificate of amendment (or judicial decree of
amendment) in the office of the secretary of state, the certificate of
limited partnership shall be amended as set forth therein, and upon the
effective date of a certificate of cancellation (or a judicial decree
thereof), the certificate of limited partnership is canceled; however,
any such certificate of amendment or cancellation may provide that it is
not to become effective until a specified date after its filing date, but
such date shall not be more than ninety days after its filing date and
the certificate issued by the secretary of state shall indicate such
defined effective date. (L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)

1. A domestic or foreign limited partnership may file a
statement of correction in a format prescribed by the secretary of state,
if the document contains an incorrect statement as of the date such
document was filed.

2. The statement of correction shall:

(1) State the name of the limited partnership;

(2) State the type of document being corrected;

(3) State the name of the jurisdiction under the law of organization;

(4) Describe the incorrect statement and the reason for the correction;

(5) If the correction is for a foreign limited partnership with regard to
an incorrect name, provide a certificate of existence, or document of
similar import, duly authenticated by the secretary of state or other
official having custody of the records in the state or country under
whose laws it is registered.

3. Articles of correction are effective on the effective date of the
document they correct except as to persons relying on the uncorrected
document and adversely affected by the correction. As to those persons
articles of correction are effective when filed.

4. The secretary of state shall collect a filing fee of five dollars upon
filing the statement of correction.

5. The statement of correction shall be signed by an authorized person of
the limited liability partnership. (L. 2004 H.B. 1664)

If any certificate of limited partnership or certificate of
amendment or cancellation contains a false statement, one who suffers
loss by reliance on the statement may recover damages for the loss from:

(1) Any person who executes the certificate, or causes another to execute
it on his behalf, and knew, and any general partner who knew or should
have known, the statement to be false at the time the certificate was
executed; and

(2) Any general partner who thereafter knows or should have known that
any arrangement or other fact described in the certificate has changed,
making the statement inaccurate in any respect within a sufficient time
before the statement was relied upon reasonably to have enabled that
general partner to cancel or amend the certificate, or to file a petition
for its cancellation or amendment under section 359.131. (L. 1985 H.B.
512 & 650)

Effective 1-1-87

The fact that a certificate of limited partnership is on file in
the office of the secretary of state is notice that the partnership is a
limited partnership and the persons designated therein as general
partners are general partners, and is notice of the matters included
therein that are specified in subsection 1 of section 359.091 or that are
included therein pursuant to any other section of this chapter. (L. 1985
H.B. 512 & 650, A.L. 1990 H.B. 1432)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. When the articles of merger or consolidation required by subsection 3
of this section shall have become effective, for all purposes of the laws
of this state, all of the rights, privileges, franchises and powers of
each of the limited partnerships that have merged or consolidated, and
all property, real, personal and mixed, and all debts due to any of such
limited partnerships, as well as all other things and causes of action
belonging to each of such limited partnerships shall be vested in the
surviving or resulting limited partnership, and shall thereafter be the
property of the surviving or resulting limited partnership as they were
of each of the limited partnerships that have merged or consolidated, and
the title to any real property vested by deed or otherwise, under the
laws of this state, in any such limited partnerships, shall not revert or
be in any way impaired by reason of this section; but all rights of
creditors and all liens upon any property of any of such limited
partnerships shall be preserved unimpaired, and all debts, liabilities
and duties of each of the limited partnerships that have merged or
consolidated shall thenceforth attach to the surviving or resulting
limited partnership, and may be enforced against such surviving or
resulting limited partnership to the same extent as if such debts,
liabilities and duties had been incurred or contracted by such surviving
or resulting limited partnership. (L. 1993 S.B. 66 & 20, A.L. 1997 H.B.
655 merged with S.B. 170, A.L. 2003 S.B. 394)

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

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

(2) Comply with sections 358.440 to 358.501, RSMo; and

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

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

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

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

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

4. The filing of an application to become a registered limited liability
limited partnership shall constitute the filing of an amendment to the
limited partnership's certificate of limited partnership for the purposes
of causing the name of the limited partnership to comply with the
provisions of subdivision (3) of subsection 1 of this section. In the
event a limited partnership ceases to be registered in this state as
limited liability limited partnership for any reason, the limited
partnership shall, within ninety days thereafter, file an amendment to
its certificate of limited partnership correcting the designation set
forth in subdivision (3) of subsection 1 of this section. In the event
the limited partnership fails to timely file an amendment to its
certificate of limited partnership as required pursuant to this
subsection, the general partners in office at such time may be
individually subject to a civil penalty in the amount of ten dollars per
month for each month the amendment has not been timely filed, but not to
exceed ten thousand dollars, such penalty to be assessed and collected by
the secretary, and prosecuted criminally pursuant to section 359.691 with
any resulting conviction being a class B misdemeanor and the secretary
shall be authorized to file a notice to change the name of the limited
partnership to remove the designation required pursuant to subsection 1
of this section. (L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B.
1664)

1. A person becomes a limited partner on the later of:

(1) The date the original certificate of limited partnership is filed; or

(2) The date stated in the records of the limited partnership as the date
that person becomes a limited partner.

2. After the filing of a limited partnership's original certificate of
limited partnership, a person may be admitted as an additional limited
partner:

(1) In the case of a person acquiring a partnership interest directly
from the limited partnership, upon the compliance with the partnership
agreement or, if the partnership agreement does not so provide, upon the
written consent of all partners;

(2) In the case of an assignee of a partnership interest of a partner who
has the power, as provided in section 359.431, to grant the assignee the
right to become a limited partner, upon the exercise of that power and
compliance with any conditions limiting the grant or exercise of the
power. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Subject to section 359.201, the partnership agreement may grant
to all or a specified group of the limited partners the right to vote (on
a per capita or other basis) upon any matter. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

A limited partner is not liable for the obligations of a limited
partnership by reason of being a limited partner and does not become so
by participating in the management or control of the business. (L. 1985
H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with S.B.
170)

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

1. Except as provided in subsection 2 of this section, a person
who makes a contribution to a business enterprise and erroneously but in
good faith believes that he has become a limited partner in the
enterprise is not a general partner in the enterprise and is not bound by
its obligations by reason of making the contribution, receiving
distributions from the enterprise, or exercising any rights of a limited
partner, if, on ascertaining the mistake, he:

(1) Causes an appropriate certificate of limited partnership or a
certificate of amendment to be executed and filed; or

(2) Withdraws from future equity participation in the enterprise by
executing and filing in the office of the secretary of state a
certificate declaring withdrawal under this section.

2. A person who makes a contribution of the kind described in subsection
1 of this section is liable as a general partner to any third party who
transacts business with the enterprise (1) before the person withdraws
and an appropriate certificate is filed to show withdrawal, or (2) before
an appropriate certificate is filed to show that he is not a general
partner, but in either case only if the third party actually believed in
good faith that the person was a general partner at the time of the
transaction. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Each limited partner has the right to:

(1) Inspect and copy any of the partnership records required to be
maintained by section 359.051; and

(2) Obtain from the general partners from time to time upon reasonable
demand:

(a) True and full information regarding the state of the business and
financial condition of the limited partnership;

(b) Promptly after becoming available, a copy of the limited
partnership's federal, state and local income tax returns for each year;
and

(c) Other information regarding the affairs of the limited partnership as
is just and reasonable. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

After the filing of a limited partnership's original certificate
of limited partnership, additional general partners may be admitted as
provided in writing in the partnership agreement or, if the partnership
agreement does not provide in writing for the admission of additional
general partners, with the specific written consent of all partners. (L.
1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

Except as approved by the specific written consent of all
partners at the time, a person ceases to be a general partner of a
limited partnership upon the happening of any of the following events:

(1) The general partner withdraws from the limited partnership as
provided in section 359.331;

(2) The general partner ceases to be a member of the limited partnership
as provided in section 359.411;

(3) The general partner is removed as a general partner in accordance
with the partnership agreement;

(4) Unless otherwise provided in writing in the partnership agreement,
the general partner:

(a) Makes an assignment for the benefit of creditors;

(b) Files a voluntary petition in bankruptcy;

(c) Is adjudicated bankrupt or insolvent;

(d) Files a petition or answer seeking for himself any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute, law, or regulation;

(e) Files an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against him in any proceeding of
this nature; or

(f) Seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of the general partner or of all or any
substantial part of his properties;

(5) Unless otherwise provided in writing in the partnership agreement,
one hundred twenty days after the commencement of any proceeding against
the general partner seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any
statute, law, or regulation, the proceeding has not been dismissed, or if
within ninety days after the appointment without his consent or
acquiescence of a trustee, receiver, or liquidator of the general partner
or of all or any substantial part of his properties, the appointment is
not vacated or stayed or within ninety days after the expiration of any
such stay, the appointment is not vacated;

(6) In the case of a general partner who is a natural person:

(a) His death; or

(b) The entry of an order by a court of competent jurisdiction
adjudicating him incompetent to manage his person or his estate;

(7) In the case of a general partner who is acting as a general partner
by virtue of being a trustee of a trust, the termination of the trust
(but not merely the substitution of a new trustee);

(8) In the case of a general partner that is a separate partnership, the
dissolution and commencement of winding up of the separate partnership;

(9) In the case of a general partner that is a corporation, the filing of
a certificate of dissolution, or its equivalent, for the corporation or
the revocation of its charter; or

(10) In the case of an estate, the distribution by the fiduciary of the
estate's entire interest in the partnership. (L. 1985 H.B. 512 & 650,
A.L. 1990 H.B. 1432)

1. Except as provided in this chapter or in the partnership
agreement, a general partner of a limited partnership has the rights and
powers and is subject to the restrictions of a partner in a partnership
without limited partners.

2. Except as provided in this chapter, a general partner of a limited
partnership has the liabilities of a partner in a partnership without
limited partners to persons other than the partnership and the other
partners. Except as provided in this chapter or in the partnership
agreement, a general partner of a limited partnership has the liabilities
of a partner in a partnership without limited partners to the partnership
and to the other partners. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

A general partner of a limited partnership may make
contributions to the partnership and share in the profits and losses of,
and in distributions from, the limited partnership as a general partner.
A general partner also may make contributions to and share in profits,
losses, and distributions as a limited partner. A person who is both a
general partner and a limited partner has the rights and powers, and is
subject to the restrictions and liabilities, of a general partner and,
except as provided in the partnership agreement, also has the powers, and
is subject to the restrictions, of a limited partner to the extent of his
participation in the partnership as a limited partner. (L. 1985 H.B. 512
& 650)

Effective 1-1-87

The partnership agreement may grant to all or certain identified
general partners the right to vote (on a per capita or any other basis),
separately or with all or any class of the limited partners, on any
matter. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

The contribution of a partner may be in cash, property, or
services rendered, or a promissory note or other obligation to contribute
cash or property or to perform services. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

1. No promise by a limited partner to contribute to the limited
partnership is enforceable unless set out in writing signed by the
limited partner.

2. Except as provided in the partnership agreement, a partner is
obligated to the limited partnership to perform any enforceable promise
to contribute cash or property or to perform services, even if he is
unable to perform because of death, disability or any other reason. If a
partner does not make the required contribution of property or services,
he is obligated at the option of the limited partnership to contribute
cash equal to that portion of the value (as stated in the partnership
records required to be kept pursuant to section 359.051) of the stated
contribution that has not been made.

3. Unless otherwise provided in the partnership agreement, the obligation
of a partner to make a contribution or return money or other property
paid or distributed in violation of this chapter may be compromised only
by consent of all the partners. Notwithstanding the compromise, a
creditor of a limited partnership who extends credit, or otherwise acts
in reliance on that obligation after the partner signs a writing which
reflects the obligation, and before the amendment or cancellation thereof
to reflect the compromise, may enforce the original obligation. (L. 1985
H.B. 512 & 650, A.L. 1990 H.B. 1432)

The profits and losses of a limited partnership shall be
allocated among the partners, and among classes of partners, in the
manner provided in writing in the partnership agreement. If the
partnership agreement does not so provide in writing, profits and losses
shall be allocated on the basis of the value (as stated in the
partnership records required to be kept pursuant to section 359.051) of
the contributions made by each partner to the extent they have been
received by the partnership and have not been returned. (L. 1985 H.B. 512
& 650, A.L. 1990 H.B. 1432)

Distributions of cash or other assets of a limited partnership
shall be allocated among the partners, and among classes of partners, in
the manner provided in writing in the partnership agreement. If the
partnership agreement does not so provide in writing, distributions shall
be made on the basis of the value (as stated in the partnership records
required to be kept pursuant to section 359.051) of the contributions
made by each partner to the extent they have been received by the
partnership and have not been returned. (L. 1985 H.B. 512 & 650, A.L.
1990 H.B. 1432)

Except as provided in sections 359.321 to 359.391, a partner is
entitled to receive distributions from a limited partnership before his
withdrawal from the limited partnership and before the dissolution and
winding up thereof to the extent and at the times or upon the happening
of the events specified in the partnership agreement. (L. 1985 H.B. 512 &
650, A.L. 1990 H.B. 1432)

A general partner may withdraw from a limited partnership at any
time by giving written notice to the other partners, but if the
withdrawal violates the partnership agreement, the limited partnership
may recover from the withdrawing general partner damages for breach of
the partnership agreement and offset the damages against the amount
otherwise distributable to him. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

A limited partner may withdraw from a limited partnership only
at the time or upon the happening of events specified in writing in the
partnership agreement. The provisions of this section shall apply to all
limited partnerships in existence on the effective date of this act.* (L.
1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with
S.B. 170)

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

Except as provided in sections 359.321 to 359.391, upon
withdrawal any withdrawing partner is entitled to receive the
distribution, if any, to which such partner is entitled under the
partnership agreement. If the partnership agreement does not provide for
a distribution to which a withdrawn partner is entitled, the withdrawn
partner shall be an assignee of the withdrawn partner's interest but the
partnership may thereafter purchase the withdrawn partner's interest in
the partnership, for the fair value of the withdrawn partner's interest
in the partnership as of the date of withdrawal based upon such withdrawn
partner's right to share in distributions from the partnership as an
ongoing business, at any time, upon thirty days' written notice from the
partnership to the withdrawn partner, such withdrawn partner's personal
representatives, successors or assigns. (L. 1985 H.B. 512 & 650, A.L.
1997 H.B. 655 merged with S.B. 170)

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

Except as provided in writing in the partnership agreement, a
partner, regardless of the nature of his contribution, has no right to
demand and receive any distribution from a limited partnership in any
form other than cash. Except as provided in writing in the partnership
agreement, a partner may not be compelled to accept a distribution of any
asset in kind from a limited partnership to the extent that the
percentage of the asset distributed to him exceeds a percentage of that
asset which is equal to the percentage in which he shares in
distributions from the limited partnership. (L. 1985 H.B. 512 & 650, A.L.
1990 H.B. 1432)

At the time a partner becomes entitled to receive a
distribution, he has the status of, and is entitled to all remedies
available to, a creditor of the limited partnership with respect to the
distribution. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

A partner may not receive a distribution from a limited
partnership to the extent that, after giving effect to the distribution,
all liabilities of the limited partnership, other than liabilities to
partners on account of their partnership interests, exceed the fair value
of the partnership assets. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

1. If a partner has received the return of any part of his
contribution without violation of the partnership agreement or this
chapter, he is liable to the limited partnership for a period of one year
thereafter for the amount of the returned contribution, but only to the
extent necessary to discharge the limited partnership's liabilities to
creditors who extended credit to the limited partnership during the
period the contribution was held by the partnership.

2. If a partner has received the return of any part of his contribution
in violation of the partnership agreement or this chapter, he is liable
to the limited partnership for a period of six years thereafter for the
amount of the contribution wrongfully returned.

3. A partner receives a return of his contribution to the extent that a
distribution to him reduces his share of the fair value of the net assets
of the limited partnership below the value (as set forth in the
partnership records required to be kept pursuant to section 359.051) of
his contribution which has not been distributed to him. (L. 1985 H.B. 512
& 650, A.L. 1990 H.B. 1432)

A partnership interest is personal property. (L. 1985 H.B. 512 &
650)

Effective 1-1-87

Except as provided in the partnership agreement, a partnership
interest is assignable in whole or in part. An assignment of a
partnership interest does not dissolve a limited partnership or entitle
the assignee to become or to exercise any rights of a partner. An
assignment entitles the assignee to receive, to the extent assigned, only
the distribution to which the assignor would be entitled. Except as
provided in the partnership agreement, a partner ceases to be a partner
upon assignment of all his partnership interest. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

On application to a court of competent jurisdiction by any
judgment creditor of a partner, the court may charge the partnership
interest of the partner with payment of the unsatisfied amount of the
judgment with interest. To the extent so charged, the judgment creditor
has only the rights of an assignee of the partnership interest. This
chapter does not deprive any partner of the benefit of any exemption laws
applicable to his partnership interest. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

1. An assignee of a partnership interest, including an assignee
of a general partner, may become a limited partner if and to the extent
that:

(1) The assignor gives the assignee that right in accordance with
authority described in the partnership agreement; or

(2) All other partners consent.

2. An assignee who has become a limited partner has, to the extent
assigned, the rights and powers, and is subject to the restrictions and
liabilities, of a limited partner under the partnership agreement and
this chapter. An assignee who becomes a limited partner also is liable
for the obligations of his assignor to make and return contributions as
provided in section 359.391. However, the assignee is not obligated for
liabilities unknown to the assignee at the time he became a limited
partner.

3. If an assignee of a partnership interest becomes a limited partner,
the assignor is not released from his liability to the limited
partnership under sections 359.151 and 359.291. (L. 1985 H.B. 512 & 650,
A.L. 1990 H.B. 1432)

If a partner who is an individual dies or a court of competent
jurisdiction adjudges him to be mentally incapacitated to manage his
person or his property, the partner's executor, administrator, guardian,
conservator, or other legal representative may exercise all the partner's
rights for the purpose of settling his estate or administering his
property, including any power the partner had to give an assignee the
right to become a limited partner. If a partner is a corporation, trust,
or other entity and is dissolved or terminated, the powers of that
partner may be exercised by its legal representative or successor. (L.
1985 H.B. 512 & 650)

Effective 1-1-87

A limited partnership is dissolved and its affairs shall be
wound up upon the first to occur of the following:

(1) Upon the happening of events specified in the certificate of limited
partnership;

(2) Upon the happening of events specified in writing in the partnership
agreement;

(3) Written consent of all partners;

(4) An event of withdrawal of a general partner unless:

(a) There remains at least one other general partner and the written
provisions of the partnership agreement permit the business of the
limited partnership to be carried on by the remaining general partner,
alone or together with one or more new general partners, and that partner
or those partners do so; or

(b) Within ninety days after the withdrawal, partners owning a majority
of the profits interests and a majority of the capital interests held by
all partners agree in writing to continue the business of the limited
partnership and, if there is no remaining general partner, to the
appointment of one or more additional general partners if necessary or
desired; or

(5) Entry of a decree of judicial dissolution under section 359.461. (L.
1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with
S.B. 170, A.L. 2000 S.B. 896)

On application by or for a partner, the circuit court of the
county of the principal place of business or of the registered office of
the limited partnership may decree dissolution of a limited partnership
whenever it is not reasonably practicable to carry on the business in
conformity with the partnership agreement. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

Except as provided in the partnership agreement, the general
partners who have not wrongfully dissolved a limited partnership or, if
none, the limited partners, may wind up the limited partnership's
affairs; but the circuit court of the county of the principal place of
business or of the registered office of the limited partnership may wind
up the limited partnership's affairs upon application of any partner, his
legal representative, or assignee. (L. 1985 H.B. 512 & 650) Effective
1-1-87

1. Upon the winding up of a limited partnership, the assets
shall be distributed as follows:

(1) To creditors, including partners who are creditors, to the extent
permitted by law, in satisfaction of liabilities of the limited
partnership other than liabilities for distributions to partners under
section 359.321 or 359.351;

(2) Except as provided in the partnership agreement, to partners and
former partners in satisfaction of liabilities for distributions under
section 359.321 or 359.351; and

(3) Except as provided in the partnership agreement, to partners first
for the return of their contributions and secondly respecting their
partnership interests, in the proportions in which the partners share in
distributions.

2. A dissolved limited partnership may dispose of the unknown claims
against it by filing a notice of winding up in accordance with this
subsection. The notice of winding up shall meet all of the following
requirements:

(1) Be published one time in a newspaper of general circulation in the
county where the corporation's principal office, or, if none in this
state, its registered office, is or was last located;

(2) Be published one time in the Missouri Register;

(3) Be published one time in a publication of statewide circulation whose
audience is primarily persons engaged in the practice of law in this
state and which is published not less than four times per year;

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

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

(6) State that a claim against the partnership will be barred unless a
proceeding to enforce the claim is commenced within three years after the
publication of the notice. (L. 1985 H.B. 512 & 650, A.L. 2000 S.B. 896)

Subject to the constitution of this state:

(1) The laws of the state under which a foreign limited partnership is
organized govern its organization and internal affairs and the liability
of its limited partners; and

(2) A foreign limited partnership may not be denied registration by
reason of any difference between those laws and the laws of this state.
(L. 1985 H.B. 512 & 650)

Effective 1-1-87

Before transacting business in this state, a foreign limited
partnership shall register with the secretary of state. In order to
register, a foreign limited partnership shall submit to the secretary of
state an application for registration as a foreign limited partnership,
signed by a general partner and setting forth:

(1) The name of the foreign limited partnership and, if different, the
name under which it proposes to register and transact business in this
state;

(2) The state and date of its formation;

(3) The name and address of its registered agent and registered office in
this state which office and agent shall be subject to the same rights and
limitations as provided in section 359.041;

(4) A statement that the secretary of state is appointed the agent of the
foreign limited partnership for service of process if no agent has been
appointed under subdivision (3) of this section or, if appointed, the
agent's authority has been revoked or if the agent cannot be found or
served with the exercise of reasonable diligence;

(5) The address of the office required to be maintained in the state of
its organization by the laws of that state or, if not so required, of the
principal office of the foreign limited partnership;

(6) The name and business address of each general partner;

(7) The address of the office at which is kept a list of the names and
addresses of the limited partners and their capital contributions,
together with an undertaking by the foreign limited partnership to keep
those records until the foreign limited partnership's registration in
this state is canceled; and

(8) The application shall include a certificate of existence or document
of similar import duly authenticated by the secretary of state or other
official having custody of the records in the state or country whose laws
it is registered, such document should be dated within sixty calendar
days from filing for acceptance. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B.
1432, A.L. 2004 H.B. 1664)

1. If the secretary of state finds that an application for
registration conforms to law and all requisite fees have been paid, he
shall:

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

(2) File in his office an original of the application; and

(3) Issue a certificate of registration to transact business in this
state.

2. The certificate of registration, together with a duplicate original or
a copy of the original of the application, shall be returned to the
person who filed the application or his representative. (L. 1985 H.B. 512
& 650)

Effective 1-1-87

A foreign limited partnership may register with the secretary of
state under any name (whether or not it is the name under which it is
registered in its state of organization) that could be registered by a
domestic limited partnership. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

1. A foreign limited partnership authorized to transact business
in this state shall obtain an amended certificate of registration from
the secretary of state if it changes:

(1) The name of the limited partnership;

(2) The state or country of its registration;

(3) The address of the office required to be maintained in the state of
its organization by the laws of that state or if not so required of the
principal office of the foreign limited partnership;

(4) The name and business address of any general partner; and

(5) The address of the office at which is kept a list of the names and
addresses and capital contributions of the limited partners.

2. The amendment shall include a certificate of existence or document of
similar import duly authenticated by the secretary of state or other
official having custody of the records in the state or country under
whose laws it is registered, such document should be dated within sixty
calendar days from filing for acceptance.

3. The fee for filing an amended certificate of registration shall be
twenty dollars. (L. 1985 H.B. 512 & 650, A.L. 2004 H.B. 1664)

A foreign limited partnership may cancel its registration by
filing with the secretary of state a certificate of cancellation signed *
by a general partner. A cancellation does not terminate the authority of
the secretary of state to accept service of process on the foreign
limited partnership with respect to causes of action arising out of the
transaction of business in this state. (L. 1985 H.B. 512 & 650, A.L. 2004
H.B. 1664)

*Word "to" appears in original rolls.

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

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

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

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

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

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

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

(3) Maintaining bank accounts;

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

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

(6) Transacting any business in interstate commerce;

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

6. A foreign corporation as defined in section 351.015, RSMo, shall not
be deemed to be transacting business in this state for the purposes of
section 351.570, RSMo, solely for the reason that it is a partner of a
limited partnership. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

The secretary of state may bring an action to restrain a foreign
limited partnership from transacting business in this state in violation
of this chapter. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

A limited partner may bring an action in the right of a limited
partnership to recover a judgment in its favor if general partners with
authority to do so have refused to bring the action or if an effort to
cause those general partners to bring the action is not likely to
succeed. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

In a derivative action, the plaintiff must be a partner at the
time of bringing the action and:

(1) At the time of the transaction of which he complains; or

(2) His status as a partner had devolved upon him by operation of law or
pursuant to the terms of the partnership agreement from a person who was
a partner at the time of the transaction. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

In a derivative action, the complaint shall set forth with
particularity the effort of the plaintiff to secure initiation of the
action by a general partner or the reasons for not making the effort. (L.
1985 H.B. 512 & 650)

Effective 1-1-87

If a derivative action is successful, in whole or in part, or if
anything is received by the plaintiff as a result of a judgment,
compromise or settlement of an action or claim, the court may award the
plaintiff reasonable expenses, including reasonable attorney's fees, and
shall direct him to remit to the limited partnership the remainder of
those proceeds received by him. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

This chapter shall be so applied and construed to effectuate its
general purpose to make uniform the law with respect to the subject of
this chapter among states enacting it. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

This act* may be cited as the "Missouri Revised Uniform Limited
Partnership Act". (L. 1985 H.B. 512 & 650)

Effective 1-1-87

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

If any provision of this act* or its application to any person
or circumstance is held invalid, the invalidity does not affect other
provisions or applications of this act* which can be given effect without
the invalid provision or application, and to this end the provisions of
this act* are severable. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

*See note following § 359.621.

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

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

3. All domestic limited partnerships formed prior to January 1, 1987,
which elect to be governed by this act* shall file with the secretary of
state a certificate of partnership as required by section 359.091, or
file with the secretary of state the original certificate of partnership
and its amendments, if any, plus a designation of registered office and
registered agent. All those domestic limited partnerships formed prior to
January 1, 1987, will be charged a filing fee of fifty dollars by the
secretary of state when complying with this section. (L. 1985 H.B. 512 &
650)

Effective 1-1-87

*See note following § 359.621.

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

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

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

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

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

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

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

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

(8) Reservation of name: Twenty dollars;

(9) Rescission fee: One hundred dollars. (L. 1985 H.B. 512 & 650, A.L.
1990 H.B. 1432)

The secretary of state may collect an additional fee of five
dollars on each and every fee required in this chapter. All fees
collected as provided in this section shall be deposited in the state
treasury and credited to the secretary of state's technology trust fund
account. The provisions of this section shall expire on December 31,
2009. (L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288)

Effective 7-01-01 (S.B. 288) 8-28-01 (H.B. 453)

Expires 12-31-09

In any case not provided for in this chapter, the provisions of
the uniform partnership law govern. (L. 1985 H.B. 512 & 650)

Effective 1-1-87

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

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

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

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

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

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

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

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

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

(4) The power to charge late filing fees for any filing fee required
under this chapter. Late filing fees shall be assessed at a rate of ten
dollars for each thirty-day period of delinquency. (L. 1985 H.B. 512 &
650)

Effective 1-1-87

Any person, or persons, who shall exercise any of the powers,
privileges or authority of a limited partnership prior to obtaining a
certificate of limited partnership under this chapter or after
cancellation or disapproval of such certificate pursuant to subdivision
(2) of section 359.681, shall be deemed guilty of a class B misdemeanor.
(L. 1985 H.B. 512 & 650)

Effective 1-1-87

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