359.481. Distribution of assets upon winding up--priorities--disposal of unknown claims.

MISSOURI STATUTES AND CODES

359.481. Distribution of assets upon winding up--priorities--disposal of unknown claims.

Distribution of assets upon winding up--priorities--disposal ofunknown claims.

359.481. 1. Upon the winding up of a limited partnership, the assetsshall be distributed as follows:

(1) To creditors, including partners who are creditors, to the extentpermitted by law, in satisfaction of liabilities of the limited partnershipother than liabilities for distributions to partners under section 359.321or 359.351;

(2) Except as provided in the partnership agreement, to partners andformer partners in satisfaction of liabilities for distributions undersection 359.321 or 359.351; and

(3) Except as provided in the partnership agreement, to partnersfirst for the return of their contributions and secondly respecting theirpartnership interests, in the proportions in which the partners share indistributions.

2. A dissolved limited partnership may dispose of the unknown claimsagainst it by filing a notice of winding up in accordance with thissubsection. The notice of winding up shall meet all of the followingrequirements:

(1) Be published one time in a newspaper of general circulation inthe county where the corporation's principal office, or, if none in thisstate, its registered office, is or was last located;

(2) Be published one time in the Missouri Register;

(3) Be published one time in a publication of statewide circulationwhose audience is primarily persons engaged in the practice of law in thisstate and which is published not less than four times per year;

(4) Contain a request that persons with claims against thepartnership present them in accordance with the notice of winding up;

(5) Describe the information that must be included in a claim andprovide a mailing address where the claim may be sent; and

(6) State that a claim against the partnership will be barred unlessa proceeding to enforce the claim is commenced within three years after thepublication of the notice.