Section 359.481

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 359

Effective - 28 Aug 2000   

  359.481.  Distribution of assets upon winding up — priorities — disposal of unknown claims. — 1.  Upon the winding up of a limited partnership, the assets shall be distributed as follows:

  (1)  To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 359.321 or 359.351;

  (2)  Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 359.321 or 359.351; and

  (3)  Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.

  2.  A dissolved limited partnership may dispose of the unknown claims against it by filing a notice of winding up in accordance with this subsection.  The notice of winding up shall meet all of the following requirements:

  (1)  Be published one time in a newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is or was last located;

  (2)  Be published one time in the Missouri Register;

  (3)  Be published one time in a publication of statewide circulation whose audience is primarily persons engaged in the practice of law in this state and which is published not less than four times per year;

  (4)  Contain a request that persons with claims against the partnership present them in accordance with the notice of winding up;

  (5)  Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

  (6)  State that a claim against the partnership will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

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(L. 1985 H.B. 512 & 650, A.L. 2000 S.B. 896)