359.451. Dissolution of limited partnership, when. - Missouri Statutes

Dissolution of limited partnership, when.

359.451. A limited partnership is dissolved and its affairs shall bewound up upon the first to occur of the following:

(1) Upon the happening of events specified in the certificate oflimited partnership;

(2) Upon the happening of events specified in writing in thepartnership agreement;

(3) Written consent of all partners;

(4) An event of withdrawal of a general partner unless:

(a) There remains at least one other general partner and the writtenprovisions of the partnership agreement permit the business of the limitedpartnership to be carried on by the remaining general partner, alone ortogether with one or more new general partners, and that partner or thosepartners do so; or

(b) Within ninety days after the withdrawal, partners owning amajority of the profits interests and a majority of the capital interestsheld by all partners agree in writing to continue the business of thelimited partnership and, if there is no remaining general partner, to theappointment of one or more additional general partners if necessary ordesired; or

(5) Entry of a decree of judicial dissolution under section 359.461.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2000 S.B. 896)