Effective - 28 Aug 2004
359.172. Registered limited liability limited partnership, requirements, failure to file timely amendment to certificate, penalty. — 1. To become and to continue as a registered limited liability limited partnership, a limited partnership shall, in addition to complying with the requirements of this chapter:
(1) File an application or a renewal application, as the case may be, as provided in section 358.440, as permitted by the limited partnership's partnership agreement or, if the limited partnership's partnership agreement does not provide for the limited partnership's becoming a registered limited liability limited partnership, with the approval by all general partners and the limited partners, or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners in each class or group, as appropriate;
(2) Comply with sections 358.440 to 358.501; and
(3) Have as the last words or letters of its name the words "Registered Limited Liability Limited Partnership", or the abbreviation "L.L.L.P.", or the designation "LLLP".
2. In applying sections 358.440 to 358.501 to a limited partnership:
(1) An application to become a registered limited liability limited partnership, a renewal application to continue as a registered limited liability limited partnership, a certificate of amendment of an application or a renewal application, or a withdrawal notice of an application or a renewal application shall be executed by at least one general partner of the limited partnership; and
(2) All references to partners mean general partners only.
3. If a limited partnership is a registered limited liability limited partnership, its partners who are liable for the debts, liabilities and other obligations of the limited partnership shall have the limitation on liability afforded to partners of registered limited liability partnerships pursuant to chapter 358.
4. The filing of an application to become a registered limited liability limited partnership shall constitute the filing of an amendment to the limited partnership's certificate of limited partnership for the purposes of causing the name of the limited partnership to comply with the provisions of subdivision (3) of subsection 1 of this section. In the event a limited partnership ceases to be registered in this state as limited liability limited partnership for any reason, the limited partnership shall, within ninety days thereafter, file an amendment to its certificate of limited partnership correcting the designation set forth in subdivision (3) of subsection 1 of this section. In the event the limited partnership fails to timely file an amendment to its certificate of limited partnership as required pursuant to this subsection, the general partners in office at such time may be individually subject to a civil penalty in the amount of ten dollars per month for each month the amendment has not been timely filed, but not to exceed ten thousand dollars, such penalty to be assessed and collected by the secretary, and prosecuted criminally pursuant to section 359.691 with any resulting conviction being a class B misdemeanor and the secretary shall be authorized to file a notice to change the name of the limited partnership to remove the designation required pursuant to subsection 1 of this section.
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(L. 1997 H.B. 655 merged with S.B. 170, 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.