358.150. Nature of partner's liability. - Missouri Statutes

Nature of partner's liability.

358.150. 1. Except as provided in subsection 2 of this section, allpartners are liable jointly and severally for everything chargeable to thepartnership pursuant to sections 358.130 and 358.140, and for all otherdebts and obligations of the partnership. Any partner may enter into aseparate obligation to perform a partnership contract.

2. Subject to subsection 3 of this section, no partner in aregistered limited liability partnership shall be liable or accountable,directly or indirectly, including by way of indemnification, contribution,assessment or otherwise, for any debts, obligations and liabilities of, orchargeable to, the partnership or each other, whether in tort, contract orotherwise, which are incurred, created or assumed by such partnership whilethe partnership is a registered limited liability partnership.

3. Subsection 2 of this section shall not affect the liability of apartner in a registered limited liability partnership for the partner's ownnegligence, wrongful acts, omissions, misconduct or malpractice or thepartner's liability for any taxes or fees administered by the department ofrevenue pursuant to chapter 143, 144 or 301, RSMo, and any liabilities owedas determined by the division of employment security, pursuant to chapter288, RSMo, and any local taxes provided for in section 32.087, RSMo.

4. A partner is not a proper party to a proceeding by or against aregistered limited liability partnership, the object of which is to recoverdamages or enforce obligations arising out of acts, omissions, malpracticeor misconduct of the type described in subsection 2 of this section, unlessthe partner is personally liable pursuant to subsection 1 or 3 of thissection.

5. A registered limited liability partnership may sue and be sued inits own name.

6. Venue of claims against registered limited liability partnershipsshall be controlled pursuant to section 508.010, RSMo, and, for purposes ofvenue, a registered limited liability partnership shall be deemed to be acitizen and resident of the county in which it has any office or agent forthe transaction of its usual and customary business activities or in whichits registered office or registered agent is located.

7. Service of process upon a registered limited liability partnershipmay be had by delivering a copy of the summons and petition to thepartnership's registered agent, a partner, managing or general agent or byleaving the copies at any business office of the registered limitedliability partnership with the person having charge thereof.

(L. 1949 p. 506 § 15, A.L. 1961 p. 259, A.L. 1995 H.B. 558, A.L. 1996 H.B. 1368, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)

CROSS REFERENCE:

Suits on joint assumptions of copartners, RSMo 431.140