Effective - 28 Aug 2004
359.021. Name of limited partnership regulated. — The name of each limited partnership as set forth in its certificate of limited partnership:
(1) Shall contain the words "limited partnership" or the abbreviation "LP" or "L.P.";
(2) May not contain the name of a limited partner unless:
(a) It is also the name of a general partner or the corporate name of a corporate general partner; or
(b) The business of the limited partnership has been carried on under that name before the admission of that limited partner;
(3) Shall be distinguishable from the name of any domestic corporation, limited partnership, limited liability partnership, or limited liability limited partnership, or limited liability company existing under the law of this state or any foreign corporation, foreign limited partnership, foreign limited liability partnership, or foreign limited liability limited partnership, or foreign limited liability company authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved in the manner provided in this chapter or any other business entity organized, reserved, or registered under the laws of this state. If the name is the same, a word must be added to make such name distinguishable from the name of such other corporation, limited liability company, limited liability partnership, or limited liability limited partnership, or limited partnership;
(4) May not contain the following words: "corporation", "incorporated", or an abbreviation of one of such words;
(5) May not contain any word or phrase which indicates or implies that it is a governmental agency.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20, A.L. 1998 H.B. 1228 merged with S.B. 680 merged with S.B. 844, A.L. 2004 H.B. 1664)
Structure Missouri Revised Statutes
Title XXIII - Corporations, Associations and Partnerships
Chapter 359 - Uniform Limited Partnership Law
Section 359.011 - Definitions.
Section 359.021 - Name of limited partnership regulated.
Section 359.031 - Reservation of right to exclusive use of name.
Section 359.051 - 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 359.101 - Amendments to certificate — contents.
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 359.151 - Liability for false statement in certificate.
Section 359.161 - Filing to be notice.
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 359.221 - 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 359.271 - 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 359.341 - 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 359.561 - 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 359.631 - 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 359.691 - Violation of law requiring certificate of limited partnership, penalty.