Section 359.451

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 359

Effective - 28 Aug 2000   

  359.451.  Dissolution of limited partnership, when. — A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:

  (1)  Upon the happening of events specified in the certificate of limited partnership;

  (2)  Upon the happening of events specified in writing in the partnership agreement;

  (3)  Written consent of all partners;

  (4)  An event of withdrawal of a general partner unless:

  (a)  There remains at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner, alone or together with one or more new general partners, and that partner or those partners do so; or

  (b)  Within ninety days after the withdrawal, partners owning a majority of the profits interests and a majority of the capital interests held by all partners agree in writing to continue the business of the limited partnership and, if there is no remaining general partner, to the appointment of one or more additional general partners if necessary or desired; or

  (5)  Entry of a decree of judicial dissolution under section 359.461.

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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2000 S.B. 896)