Missouri Revised Statutes
Chapter 358 - Uniform Partnership Law
Section 358.350 - Power of partner to bind partnership to third persons after dissolution.

Effective - 28 Aug 1949
358.350. Power of partner to bind partnership to third persons after dissolution. — 1. After dissolution a partner can bind the partnership, except as provided in subsection 3,
(1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(2) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction
(a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(b) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business was regularly carried on.
2. The liability of a partner under subdivision (2) of subsection 1 of this section shall be satisfied out of partnership assets alone when such partner had been prior to dissolution
(1) Unknown as a partner to the person with whom the contract is made; and
(2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
3. The partnership is in no case bound by any act of a partner after dissolution
(1) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(2) Where the partner has become bankrupt; or
(3) Where the partner has no authority to wind up partnership affairs; except by a transaction with one who
(a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
(b) Had not extended credit to the partnership prior to dissolution and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (b) of subdivision (2) of subsection 1.
4. Nothing in this section shall affect the liability under section 358.160 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.
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(L. 1949 p. 506 § 35)

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.