Effective - 28 Aug 1990
359.431. Right of assignee to become limited partner, when. — 1. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2) All other partners consent.
2. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in section 359.391. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
3. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 359.151 and 359.291.
--------
(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.