Mo. Rev. Stat. ch. 359 – Uniform Limited Partnership Law | Midpage

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Revised Statutes of Missouri

Chapter 359

Mo. Rev. Stat. ch. 359

Uniform Limited Partnership Law

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