Missouri Revised Statutes
Chapter 358 - Uniform Partnership Law
Section 358.180 - Rules determining rights and duties of partners.

Effective - 28 Aug 1995
358.180. Rules determining rights and duties of partners. — The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
(1) Each partner shall be repaid the partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and except as provided in subsection 2 of section 358.150, each partner must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to the partner's share in the profits;
(2) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or for the preservation of its business or property;
(3) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which the partner agreed to contribute, shall be paid interest from the date of the payment or advance;
(4) A partner shall receive interest on the capital contributed by the partner only from the date when repayment should be made;
(5) All partners have equal rights in the management and conduct of the partnership business;
(6) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for the partner's services in winding up the partnership affairs;
(7) No person can become a member of a partnership without the consent of all the partners; and
(8) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
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(L. 1949 p. 506 § 18, A.L. 1995 H.B. 558)

Structure Missouri Revised Statutes

Missouri Revised Statutes

Title XXIII - Corporations, Associations and Partnerships

Chapter 358 - Uniform Partnership Law

Section 358.010 - Name of law.

Section 358.020 - Definitions.

Section 358.030 - Interpretation of knowledge and notice.

Section 358.040 - Rules of construction.

Section 358.050 - Rules for cases not provided for in this law.

Section 358.060 - Partnership defined.

Section 358.065 - Partnerships to register fictitious names, procedure.

Section 358.070 - Rules for determining the existence of a partnership.

Section 358.080 - Partnership property.

Section 358.090 - Partner agent of partnership as to partnership business.

Section 358.100 - Conveyance of real property of the partnership.

Section 358.110 - Partnership bound by admission of partner.

Section 358.120 - Partnership charged with knowledge of or notice to partner.

Section 358.130 - Partnership bound by partner's wrongful act.

Section 358.140 - Partnership bound by partner's breach of trust.

Section 358.150 - Nature of partner's liability.

Section 358.160 - Partner by estoppel.

Section 358.170 - Liability of incoming partner.

Section 358.180 - Rules determining rights and duties of partners.

Section 358.190 - Partnership books.

Section 358.200 - Duty of partners to render information.

Section 358.210 - Partner accountable as a fiduciary.

Section 358.220 - Right to an account.

Section 358.230 - Continuation of partnership beyond fixed term.

Section 358.240 - Extent of property rights of a partner.

Section 358.250 - Nature of a partner's right in specific partnership property.

Section 358.260 - Nature of partner's interest in the partnership.

Section 358.270 - Assignment of partner's interest.

Section 358.280 - Partner's interest subject to charging order.

Section 358.290 - Dissolution defined.

Section 358.300 - Partnership not terminated by dissolution.

Section 358.310 - Causes of dissolution.

Section 358.320 - Dissolution by decree of court.

Section 358.330 - General effect of dissolution on authority of partner.

Section 358.340 - Right of partner to contribution from copartners after dissolution.

Section 358.350 - Power of partner to bind partnership to third persons after dissolution.

Section 358.360 - Effect of dissolution of partner's existing liability.

Section 358.370 - Right to wind up.

Section 358.371 - Disposal of claims, notice of dissolution.

Section 358.380 - Rights of partners to application of partnership property.

Section 358.390 - Rights where partnership is dissolved for fraud or misrepresentation.

Section 358.400 - Rules for distribution.

Section 358.410 - Liability of persons continuing the business in certain cases.

Section 358.420 - Rights of retiring or estate of deceased partner when the business is continued.

Section 358.430 - Accrual of actions.

Section 358.440 - Registration as a limited liability partnership — renewals — withdrawal of registration — amendment — revocation, effect — fees — false statements, penalty — foreign partnership requirements.

Section 358.450 - Registered limited liability partnership, L.L.P. or LLP to be used as last words or letters in partnership name.

Section 358.460 - Reservation of exclusive right to use of a name, procedure to reserve, time period — fee — transfer of name permitted — cancellation, procedure, fee.

Section 358.470 - Partnership must maintain an office and registered agent in state — change of office address or agent, procedure — fees — failure to appoint successor agent, cancellation of partnership.

Section 358.480 - Filing with secretary of state becomes notice of all facts in applications, renewals or certificate of amendment.

Section 358.490 - Fees charged for copies of partnership papers filed with secretary of state — certificate of good standing of partnership may be issued by secretary of state, fee.

Section 358.500 - Legal existence of a registered limited liability partnership to be recognized — partnership formed in other jurisdictions, effect.

Section 358.501 - Additional five dollars on every fee charged to partnership collected by secretary of state, where deposited.

Section 358.510 - Domestic limited partnership may become a registered limited liability limited partnership by compliance with requirements, effect — foreign limited partnerships, registration, effect.

Section 358.520 - Merger or consolidation of a domestic general partnership, authorization.