Kan. Stat. Ann. § 56-1a01
Title of act
K.S.A. 56-1a101 through 56-1a601 may be cited as the Kansas revised uniform limited partnership act.
Kansas Statutes Annotated Chapter 56 — Partnerships
Kansas · statute · Kan. Stat. Ann. ch. 56 · 56 active provisions
Provisions
Kan. Stat. Ann. § 56-1a101
Definitions
As used in the Kansas revised uniform limited partnership act, unless the context otherwise requires: (a) "Certificate of limited partnership" means the certificate referred to in K.S.A. 56-1a151 and amendments thereto and the certificate as amended. (b) "Contribution" means any cash, property, services rendered, or a…
Kan. Stat. Ann. § 56-1a106
Nature of business
A limited partnership may conduct or promote any lawful business or purposes, except as otherwise provided by law of this state, which a partnership without limited partners may conduct or promote.
Kan. Stat. Ann. § 56-1a107
Business transactions of partner with the partnership
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
Kan. Stat. Ann. § 56-1a151
Certificate of limited partnership; contents; formation of limited partnership at filing of certificate
(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. Such certificate shall set forth: (1) The name of the limited partnership; (2) the address of the registered office and the name and address of the resident agent for serv…
Kan. Stat. Ann. § 56-1a152
Amendment to certificate of limited partnership by certificate of amendment or judicial decree
(a) The certificate of limited partnership may be amended as provided in a certificate of amendment or judicial decree of amendment upon the filing of the certificate of amendment or judicial decree of amendment in the office of the secretary of state or upon the future effective date specified in the certificate of am…
Kan. Stat. Ann. § 56-1a153
Cancellation of certificate
A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up the affairs of the partnership, at any other time when there are no limited partners or as specified in this act. The certificate of limited partnership is canceled upon the filing of a certificate of cancella…
Kan. Stat. Ann. § 56-1a157
Liability for false statement in certificate
(a) If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) Any person who executes the certificate, or causes another to execute it on the person's behalf, a…
Kan. Stat. Ann. § 56-1a158
Notice of limited partnership
The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners and is notice of all other facts which are contained in the certificate and which are…
Kan. Stat. Ann. § 56-1a159
Delivery of certificate to limited partners
Upon the return by the secretary of state pursuant to K.S.A. 56-1a156 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment to each limited partner unless the partnership agreement provides otherwise.
Kan. Stat. Ann. § 56-1a160
Restated or amended and restated certificate of limited partnership
(a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having previously been filed with the secretary of state one or more certificates or other instruments pursuant…
Kan. Stat. Ann. § 56-1a201
Admission of additional limited partners
(a) A person becomes a limited partner: (1) At the time the limited partnership is formed; or (2) at any later time specified in the records of the limited partnership for becoming a limited partner. (b) After the filing of a limited partnership's initial certificate of limited partnership, a person may be admitted as…
Kan. Stat. Ann. § 56-1a202
Rights, powers and duties of classes or groups of limited partners provided in partnership agreement; voting rights of limited partners
(a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of limited partner…
Kan. Stat. Ann. § 56-1a203
Liability of limited partners to third parties
(a) Except as provided in K.S.A. 56-1a157 and amendments thereto and in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, the limited partner par…
Kan. Stat. Ann. § 56-1a204
Person erroneously believing self to be limited partner
(a) Except as provided in subsection (b), a person who makes a contribution to a partnership and who erroneously but in good faith believes that the person has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution…
Kan. Stat. Ann. § 56-1a205
Limited partner's right to information
Each limited partner has the right, subject to any reasonable standards set forth in the partnership agreement, to obtain from the general partners from time to time upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner: (a) True and full information regarding…
Kan. Stat. Ann. § 56-1a251
Admission of additional general partners
After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with specific written consent of each partner. The partnership agreement shall specify in writing how additional general partne…
Kan. Stat. Ann. § 56-1a252
Cessation of person as general partner, when
A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (a) The general partner withdraws from the limited partnership as provided in K.S.A. 56-1a352 and amendments thereto; (b) the general partner ceases to be a member of the limited partnership as provided i…
Kan. Stat. Ann. § 56-1a253
General partners' powers and liabilities
(a) Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this act, a general partner of a limited partnership has the liabi…
Kan. Stat. Ann. § 56-1a254
Contributions by general partners
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A pe…
Kan. Stat. Ann. § 56-1a255
Rights, powers and duties of classes or groups of general partners provided in partnership agreement; voting rights of general partners
(a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of general partner…
Kan. Stat. Ann. § 56-1a301
Form of contribution
The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Kan. Stat. Ann. § 56-1a302
Liability for contributions
(a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property…
Kan. Stat. Ann. § 56-1a303
Allocation of profits and losses
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for the allocation, profits and losses shall be allocated on the basis of the value, as stated in the r…
Kan. Stat. Ann. § 56-1a304
Allocation of distributions of cash or other assets
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for distributions, distributions shall be made on the basis of the value, as stated in t…
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