Uniform Limited Partnership Law

  1. Law
  2. Missouri Revised Statutes
  3. Corporations, Associations and Partnerships
  4. Uniform Limited Partnership Law

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Section
359.011

Definitions.

Section
359.021

Name of limited partnership regulated.

Section
359.031

Reservation of right to exclusive use of name.

Section
359.041

Registered agent and registered office — procedure for changing, filed by limited partnership, filed by registered agent — effective when — failure to maintain, effect.

Section
359.051

Records to be kept.

Section
359.061

Nature of business.

Section
359.071

Business transactions of partner with the limited partnership.

Section
359.081

Limited partnership shall sue and be sued.

Section
359.091

Certificate of limited partnership — filed with secretary of state — contents — formation date, when.

Section
359.101

Amendments to certificate — contents.

Section
359.111

Cancellation of certificate, when — contents of certificate of cancellation — filed with secretary of state.

Section
359.121

Execution of certificate.

Section
359.131

Proceeding to direct execution of certificate.

Section
359.141

Filing with secretary of state — duties of secretary — effective date of filing.

Section
359.145

Statement of correction authorized, when — contents — effective date — fee — required signature.

Section
359.151

Liability for false statement in certificate.

Section
359.161

Filing to be notice.

Section
359.165

Merger of domestic limited partnership — filing required, effective date — articles of merger or consolidation required, when, contents, secretary of state agent for service of process — effect of merger.

Section
359.172

Registered limited liability limited partnership, requirements, failure to file timely amendment to certificate, penalty.

Section
359.181

When person becomes limited partner — admission of additional limited partner.

Section
359.191

Voting rights of limited partners.

Section
359.201

Liability of limited partners to third parties.

Section
359.211

Liability of person erroneously believing himself to be a limited partner — certificate of withdrawal.

Section
359.221

Limited partners right to information.

Section
359.231

Admission of additional general partners, when.

Section
359.241

Events of withdrawal.

Section
359.251

Rights and liabilities of a general partner.

Section
359.261

Contributions of a general partner — one person both a general and limited partner.

Section
359.271

Voting rights of general partners.

Section
359.281

Form of contribution.

Section
359.291

Liability for contribution.

Section
359.301

Sharing of profits and losses.

Section
359.311

Sharing of distributions.

Section
359.321

Interim distributions.

Section
359.331

Withdrawal of a general partner — notice to other partners — breach of partnership agreement, setoff of damages, when.

Section
359.341

Withdrawal of a limited partner, when.

Section
359.351

Distribution upon withdrawal, when, how determined.

Section
359.361

Distribution in kind.

Section
359.371

Right to distribution, remedies.

Section
359.381

Limitation on distribution.

Section
359.391

Liability upon return of contribution — return received, when.

Section
359.401

Nature of partnership interest.

Section
359.411

Assignment of partnership interest — rights of assignee.

Section
359.421

Rights of judgment creditor of partner.

Section
359.431

Right of assignee to become limited partner, when.

Section
359.441

Power of estate of deceased or incapacitated partner.

Section
359.451

Dissolution of limited partnership, when.

Section
359.461

Judicial dissolution — who may request — granted when.

Section
359.471

Winding up by partners, when — by circuit court, when.

Section
359.481

Distribution of assets upon winding up — priorities — disposal of unknown claims.

Section
359.491

Foreign limited partnerships, law governing.

Section
359.501

Registration with secretary of state — form — contents.

Section
359.511

Issuance of registration — duties of secretary of state.

Section
359.521

Names of foreign limited partnership regulated.

Section
359.531

Changes and amendments in registration, when, contents — foreign certification included — fee.

Section
359.541

Cancellation of registration — authority of secretary to accept service of process.

Section
359.551

Transaction of business without registration, effect, penalty, fine — report by secretary to prosecuting attorney, when — long arm statutes, applicable — transacting business, elements of.

Section
359.561

Secretary of state may seek injunction.

Section
359.571

Right to bring a derivative action.

Section
359.581

Proper plaintiff.

Section
359.591

Pleading to contain statement of request to general partner to initiate action.

Section
359.601

Court may award plaintiff expenses, when.

Section
359.611

Rules of construction.

Section
359.621

Title.

Section
359.631

Severability of sections.

Section
359.641

Effective dates.

Section
359.651

Filing fees.

Section
359.653

Additional fee — expiration date.

Section
359.671

Rules for cases not provided in this chapter.

Section
359.681

Powers and authority of secretary of state — examination of books and records — failure to exhibit, penalty — cancellation or disapproval of certificate, when, notice, appeal in circuit court — petition for appeal, filed when — rescission of cancellation — late filing fees, penalty.

Section
359.691

Violation of law requiring certificate of limited partnership, penalty.