§ 359.011 Definitions
§ 359.021 Name of limited partnership regulated
§ 359.031 Reservation of right to exclusive use of name
§ 359.041 Registered agent and registered office — procedure for changing, filed by ..
§ 359.051 Records to be kept
§ 359.061 Nature of business
§ 359.071 Business transactions of partner with the limited partnership
§ 359.081 Limited partnership shall sue and be sued
§ 359.091 Certificate of limited partnership — filed with secretary of state — ..
§ 359.101 Amendments to certificate — contents
§ 359.111 Cancellation of certificate, when — contents of certificate of cancellation ..
§ 359.121 Execution of certificate
§ 359.131 Proceeding to direct execution of certificate
§ 359.141 Filing with secretary of state — duties of secretary — effective date of filing
§ 359.145 Statement of correction authorized, when — contents — effective date — fee ..
§ 359.151 Liability for false statement in certificate
§ 359.161 Filing to be notice
§ 359.165 Merger of domestic limited partnership — filing required, effective date — ..
§ 359.172 Registered limited liability limited partnership, requirements, failure to ..
§ 359.181 When person becomes limited partner — admission of additional limited partner
§ 359.191 Voting rights of limited partners
§ 359.201 Liability of limited partners to third parties
§ 359.211 Liability of person erroneously believing himself to be a limited partner — ..
§ 359.221 Limited partners right to information
§ 359.231 Admission of additional general partners, when
§ 359.241 Events of withdrawal
§ 359.251 Rights and liabilities of a general partner
§ 359.261 Contributions of a general partner — one person both a general and limited ..
§ 359.271 Voting rights of general partners
§ 359.281 Form of contribution
§ 359.291 Liability for contribution
§ 359.301 Sharing of profits and losses
§ 359.311 Sharing of distributions
§ 359.321 Interim distributions
§ 359.331 Withdrawal of a general partner — notice to other partners — breach of ..
§ 359.341 Withdrawal of a limited partner, when
§ 359.351 Distribution upon withdrawal, when, how determined
§ 359.361 Distribution in kind
§ 359.371 Right to distribution, remedies
§ 359.381 Limitation on distribution
§ 359.391 Liability upon return of contribution — return received, when
§ 359.401 Nature of partnership interest
§ 359.411 Assignment of partnership interest — rights of assignee
§ 359.421 Rights of judgment creditor of partner
§ 359.431 Right of assignee to become limited partner, when
§ 359.441 Power of estate of deceased or incapacitated partner
§ 359.451 Dissolution of limited partnership, when
§ 359.461 Judicial dissolution — who may request — granted when
§ 359.471 Winding up by partners, when — by circuit court, when
§ 359.481 Distribution of assets upon winding up — priorities — disposal of unknown ..
§ 359.491 Foreign limited partnerships, law governing
§ 359.501 Registration with secretary of state — form — contents
§ 359.511 Issuance of registration — duties of secretary of state
§ 359.521 Names of foreign limited partnership regulated
§ 359.531 Changes and amendments in registration, when, contents — foreign ..
§ 359.541 Cancellation of registration — authority of secretary to accept service of ..
§ 359.551 Transaction of business without registration, effect, penalty, fine — ..
§ 359.561 Secretary of state may seek injunction
§ 359.571 Right to bring a derivative action
§ 359.581 Proper plaintiff
§ 359.591 Pleading to contain statement of request to general partner to initiate action
§ 359.601 Court may award plaintiff expenses, when
§ 359.611 Rules of construction
§ 359.621 Title
§ 359.631 Severability of sections
§ 359.641 Effective dates
§ 359.651 Filing fees
§ 359.653 Additional fee — expiration date
§ 359.671 Rules for cases not provided in this chapter
§ 359.681 Powers and authority of secretary of state — examination of books and ..
§ 359.691 Violation of law requiring certificate of limited partnership, penalty
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Terms Used In Missouri Laws > Chapter 359 - Uniform Limited Partnership Law

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Certificate of limited partnership: the certificate referred to in section 359. See Missouri Laws 359.011
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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. See Missouri Laws 359.011
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • 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. See Missouri Laws 359.011
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • 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. See Missouri Laws 359.011
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
  • 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. See Missouri Laws 359.011
  • Fraud: Intentional deception resulting in injury to another.
  • 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. See Missouri Laws 359.011
  • hereafter: means the time after the statute containing it takes effect. See Missouri Laws 1.020
  • Incompetent: if used in a section in a context relating to actual occupational ability without reference to a court adjudication of incompetency, means the actual ability of a person to perform in that occupation. See Missouri Laws 1.020
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • 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
  • Month: means a calendar month, and "year" means a calendar year unless otherwise expressed, and is equivalent to the words year of our Lord. See Missouri Laws 1.020
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Property: includes real and personal property. See Missouri Laws 1.020
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Registered limited liability limited partnership: a limited partnership complying with section 359. See Missouri Laws 359.011
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Missouri Laws 359.011
  • Statute: A law passed by a legislature.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes such district and territories. See Missouri Laws 1.020