Missouri Laws 359.181 – When person becomes limited partner — admission of additional limited partner
1. A person becomes a limited partner on the later of:
(1) The date the original certificate of limited partnership is filed; or
Terms Used In Missouri Laws 359.181
- Certificate of limited partnership: the certificate referred to in section 359. See Missouri Laws 359.011
- Limited partner: a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Missouri Laws 359.011
- Partner: a limited or general partner. See Missouri Laws 359.011
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- 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. See Missouri Laws 359.011
- Partnership interest: a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. See Missouri Laws 359.011
- Person: a natural person, partnership, limited partnership (domestic or foreign), domestic or foreign limited liability company, trust, estate, association, or corporation. See Missouri Laws 359.011
(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.