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. History: L. 1983, ch. 88, § 28; July 1.
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 […]
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, […]
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 […]
56-1a351. Interim distributions. Except as provided in K.S.A. 56-1a351 through 56-1a358, and amendments thereto, a partner is entitled to receive distributions from a limited partnership before the partner’s withdrawal from the limited partnership and before the partnership’s dissolution and the winding up of the partnership’s affairs to the extent and at the times or upon […]
56-1a352. Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the […]
56-1a353. Withdrawal of limited partner. (a) (1) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement and in accordance with the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening […]
56-1a354. Distribution upon withdrawal. Except as provided in K.S.A. 56-1a351 through 56-1a358, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the partner is entitled under the partnership agreement. If not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair […]
56-1a355. Distribution in kind. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner’s contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not […]
56-1a356. Right to distribution. Subject to K.S.A. 56-1a357 and 56-1a454, at the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. History: L. 1983, ch. 88, § 37; July 1.
56-1a357. Limitations on distributions. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets. History: L. 1983, ch. 88, […]
56-1a358. Liability upon return of contribution. (a) If a partner has received the return of any part of the partner’s contribution without violation of the partnership agreement or this act, the partner is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to […]
56-1a401. Nature of partnership interest. A partnership interest is personal property. History: L. 1983, ch. 88, § 40; July 1.
56-1a402. Assignment of partnership interest. Unless otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to share […]
56-1a403. Rights of creditors. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee […]
56-1a404. Right of assignee to become limited partner. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or (2) all other partners […]
56-1a405. Power of estate of deceased or incompetent partner. If a partner who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the partner’s person or property, the partner’s executor, administrator, guardian, conservator or other legal representative may exercise all of the partner’s rights for the […]
56-1a451. Dissolution. (a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) At the time or upon the happening of events specified in writing in the partnership agreement; (2) written consent of all partners; or (3) entry of a decree of judicial dissolution […]
56-1a452. Judicial dissolution. On application by or for a partner, the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. History: L. 1983, ch. 88, § 46; July 1.
56-1a453. Winding up. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership’s affairs; but the district court, upon cause shown, may wind up the limited partnership’s affairs upon application of any partner or […]
