488.1106 Mergers. 1. A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 488.1107 through 488.1109 and a plan of merger, if all of the following apply: a. The governing statute of each of the other organizations authorizes the merger. b. The merger is not prohibited by […]
488.1107 Action on plan of merger by constituent limited partnership. 1. Subject to section 488.1110, a plan of merger must be consented to by all the partners of a constituent limited partnership. 2. Subject to section 488.1110 and any contractual rights, after a merger is approved, and at any time before a filing is made […]
488.1108 Filings required for merger — effective date. 1. After each constituent organization has approved a merger, articles of merger must be signed on behalf of all of the following: a. Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership. b. Each other preexisting constituent organization, by an […]
488.1109 Effect of merger. 1. When a merger becomes effective, all of the following apply: a. The surviving organization continues or comes into existence. b. Each constituent organization that merges into the surviving organization ceases to exist as a separate entity. c. All property owned by each constituent organization that ceases to exist vests in […]
488.111 Required information. A limited partnership shall maintain at its registered office all of the following information: 1. A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order. 2. A copy of the […]
488.1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status. 1. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of […]
488.1111 Liability of general partner after conversion or merger. 1. A conversion or merger under this article does not discharge any liability under sections 488.404 and 488.607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but all of the following apply: […]
488.1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. 1. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger […]
488.1113 Article not exclusive. This article does not preclude an entity from being converted or merged under other law. 2004 Acts, ch 1021, §101, 118
488.112 Business transactions of partner with partnership. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. 2004 Acts, ch 1021, §12, 118
488.113 Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person […]
488.114 Registered office and registered agent for service of process. 1. A limited partnership shall designate and continuously maintain in this state both of the following: a. A registered office, which need not be a place of its activity in this state. b. A registered agent for service of process. 2. A foreign limited partnership […]
488.115 Change of registered office or registered agent for service of process. 1. In order to change its registered office, registered agent for service of process, or the address of its registered agent for service of process, a limited partnership or a foreign limited partnership may deliver to the secretary of state for filing a […]
488.116 Resignation of registered agent for service of process. 1. In order to resign as a registered agent for service of process of a limited partnership or foreign limited partnership, the agent must deliver to the secretary of state for filing a statement of resignation containing the name of the limited partnership or foreign limited […]
488.117 Service of process. 1. A registered agent for service of process appointed by a limited partnership or foreign limited partnership is a registered agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign […]
488.117A Fees. 1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered to the secretary’s office for filing: a. Certificate of limited partnership $100 b. Application for registration of foreign limited partnership and for issuance of a certificate of registration to transact business in this state […]
488.118 Consent and proxies of partners. Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact. 2004 Acts, ch 1021, §18, […]
488.1201 Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. 2004 Acts, ch 1021, §102, 118
488.1202 Severability. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. 2004 Acts, […]
488.1203 Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., but this chapter does not modify, limit, or supersede section 101(c) of that Act or authorize electronic delivery of any of the notices […]
