Effective - 28 Aug 1990
359.051. Records to be kept. — 1. Each limited partnership shall keep the following:
(1) A current and a past list of the full name and last known mailing address of each partner, specifying the general partners and the limited partners, in alphabetical order;
(2) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(3) Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years;
(4) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years;
(5) Unless contained in a written partnership agreement, a writing setting out:
(a) The amount of cash and a statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(b) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(c) Any right of a partner to receive, or a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(d) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
2. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours. The secretary of state may request in writing that the limited partnership forward to him a complete copy of the current or past or both partnership lists kept under this section without cost to the secretary of state.
3. Any general partner of a limited partnership may be individually subject to the following sanctions if the general partner fails to deliver the partnership list to the secretary of state's office within twenty days after receiving the written demand for such list:
(1) Assessed a civil penalty in the amount of fifty dollars a day for each day the list has not been delivered to the secretary of state but not to exceed ten thousand dollars;
(2) Prosecuted criminally with any resulting conviction being deemed a class A misdemeanor.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)
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.