Mo. Rev. Stat. § 358.010
Name of law
This chapter may be cited as "Uniform Partnership Law".
Revised Statutes of Missouri Chapter 358 — Uniform Partnership Law
Missouri · statute · Mo. Rev. Stat. ch. 358 · 55 active provisions
Mo. Rev. Stat. § 358.020
Definitions
In this chapter: (1) "Bankrupt" includes a debtor pursuant to a voluntary or involuntary petition filed under the Federal Bankruptcy Code or a person or entity subject to an insolvency or similar proceeding under state law; (2) "Business" includes every trade, occupation, or profession; (3) "Conveyance" includes every…
Mo. Rev. Stat. § 358.030
Interpretation of knowledge and notice
1. A person has "knowledge" of a fact within the meaning of this law not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. 2. A person has "notice" of a fact within the meaning of this law when the person who claims the benefit of the…
Mo. Rev. Stat. § 358.040
Rules of construction
1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this law. 2. The law of estoppel shall apply under this law. 3. The law of agency shall apply under this law. 4. This law shall be so interpreted and construed as to effect its general purpose to make uni…
Mo. Rev. Stat. § 358.050
Rules for cases not provided for in this law
In any case not provided for in this law the rules of law and equity, including the law merchant, shall govern.
Mo. Rev. Stat. § 358.060
Partnership defined
1. A "partnership" is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a registered limited liability partnership. 2. But any association formed under any other statute of this state, or any statute adopted by authority, other…
Mo. Rev. Stat. § 358.065
Partnerships to register fictitious names, procedure
All partnerships shall comply with the provisions of section 417.210 relating to the registration of fictitious names with the secretary of state.
Mo. Rev. Stat. § 358.070
Rules for determining the existence of a partnership
In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section 358.160 persons who are not partners as to each other are not partners as to third persons; (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not…
Mo. Rev. Stat. § 358.080
Partnership property
1. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership is partnership property. 2. Unless the contrary intention appears, property acquired with partnership funds is partnership property. 3. Any estate in real property may be acquir…
Mo. Rev. Stat. § 358.090
Partner agent of partnership as to partnership business
1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner…
Mo. Rev. Stat. § 358.100
Conveyance of real property of the partnership
1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of subsection 1 of section 358.090, or unless such…
Mo. Rev. Stat. § 358.110
Partnership bound by admission of partner
An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this law is evidence against the partnership.
Mo. Rev. Stat. § 358.120
Partnership charged with knowledge of or notice to partner
Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notic…
Mo. Rev. Stat. § 358.130
Partnership bound by partner's wrongful act
Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same exten…
Mo. Rev. Stat. § 358.140
Partnership bound by partner's breach of trust
The partnership is bound to make good the loss (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) Where the partnership in the course of its business receives money or property of a third person and the money or property so rec…
Mo. Rev. Stat. § 358.150
Nature of partner's liability
1. Except as provided in subsection 2 of this section, all partners are liable jointly and severally for everything chargeable to the partnership pursuant to sections 358.130 and 358.140, and for all other debts and obligations of the partnership. Any partner may enter into a separate obligation to perform a partnershi…
Mo. Rev. Stat. § 358.160
Partner by estoppel
1. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of…
Mo. Rev. Stat. § 358.170
Liability of incoming partner
A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
Mo. Rev. Stat. § 358.180
Rules determining rights and duties of partners
The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) Each partner shall be repaid the partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and su…
Mo. Rev. Stat. § 358.190
Partnership books
The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
Mo. Rev. Stat. § 358.200
Duty of partners to render information
Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.
Mo. Rev. Stat. § 358.210
Partner accountable as a fiduciary
1. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property. 2. This section applies…
Mo. Rev. Stat. § 358.220
Right to an account
Any partner shall have the right to a formal account as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners; (2) If the right exists under the terms of any agreement; (3) As provided by section 358.210; (4) Whenever other circumstances r…
Mo. Rev. Stat. § 358.230
Continuation of partnership beyond fixed term
1. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will. 2. A conti…
Mo. Rev. Stat. § 358.240
Extent of property rights of a partner
The property rights of a partner are his rights in specific partnership property, his interest in the partnership, and his right to participate in the management.
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