359.172. Registered limited liability limited partnership, requirements, failure to file timely amendment to certificate, penalty.

MISSOURI STATUTES AND CODES

359.172. Registered limited liability limited partnership, requirements, failure to file timely amendment to certificate, penalty.

Registered limited liability limited partnership, requirements,failure to file timely amendment to certificate, penalty.

359.172. 1. To become and to continue as a registered limitedliability limited partnership, a limited partnership shall, in addition tocomplying with the requirements of this chapter:

(1) File an application or a renewal application, as the case may be,as provided in section 358.440, RSMo, as permitted by the limitedpartnership's partnership agreement or, if the limited partnership'spartnership agreement does not provide for the limited partnership'sbecoming a registered limited liability limited partnership, with theapproval by all general partners and the limited partners, or, if there ismore than one class or group of limited partners, then by each class orgroup of limited partners, in either case, by limited partners who own morethan fifty percent of the then current percentage or other interest in theprofits of the limited partnership owned by all of the limited partners ineach class or group, as appropriate;

(2) Comply with sections 358.440 to 358.501, RSMo; and

(3) Have as the last words or letters of its name the words"Registered Limited Liability Limited Partnership", or the abbreviation"L.L.L.P.", or the designation "LLLP".

2. In applying sections 358.440 to 358.501, RSMo, to a limitedpartnership:

(1) An application to become a registered limited liability limitedpartnership, a renewal application to continue as a registered limitedliability limited partnership, a certificate of amendment of an applicationor a renewal application, or a withdrawal notice of an application or arenewal application shall be executed by at least one general partner ofthe limited partnership; and

(2) All references to partners mean general partners only.

3. If a limited partnership is a registered limited liability limitedpartnership, its partners who are liable for the debts, liabilities andother obligations of the limited partnership shall have the limitation onliability afforded to partners of registered limited liability partnershipspursuant to chapter 358, RSMo.

4. The filing of an application to become a registered limitedliability limited partnership shall constitute the filing of an amendmentto the limited partnership's certificate of limited partnership for thepurposes of causing the name of the limited partnership to comply with theprovisions of subdivision (3) of subsection 1 of this section. In theevent a limited partnership ceases to be registered in this state aslimited liability limited partnership for any reason, the limitedpartnership shall, within ninety days thereafter, file an amendment to itscertificate of limited partnership correcting the designation set forth insubdivision (3) of subsection 1 of this section. In the event the limitedpartnership fails to timely file an amendment to its certificate of limitedpartnership as required pursuant to this subsection, the general partnersin office at such time may be individually subject to a civil penalty inthe amount of ten dollars per month for each month the amendment has notbeen timely filed, but not to exceed ten thousand dollars, such penalty tobe assessed and collected by the secretary, and prosecuted criminallypursuant to section 359.691 with any resulting conviction being a class Bmisdemeanor and the secretary shall be authorized to file a notice tochange the name of the limited partnership to remove the designationrequired pursuant to subsection 1 of this section.