☰ Revisor of Missouri


Chapter 359

< > Effective - 28 Aug 1990 bottom

  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.


(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

---- end of effective  28 Aug 1990 ----

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