As used in this chapter, the following terms mean:

(1) “Certificate of limited partnership”, the certificate referred to in section 359.091, and the certificate as amended or restated;

Terms Used In Missouri Laws 359.011

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Certificate of limited partnership: the certificate referred to in section 359. See Missouri Laws 359.011
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
  • General partner: a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Missouri Laws 359.011
  • Limited partner: a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Missouri Laws 359.011
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partner: a limited or general partner. See Missouri Laws 359.011
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership agreement: any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Missouri Laws 359.011
  • Person: a natural person, partnership, limited partnership (domestic or foreign), domestic or foreign limited liability company, trust, estate, association, or corporation. See Missouri Laws 359.011
  • Property: includes real and personal property. See Missouri Laws 1.020
  • State: a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Missouri Laws 359.011
  • United States: includes such district and territories. See Missouri Laws 1.020

(2) “Contribution”, any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;

(3) “Event of withdrawal of a general partner”, an event that causes a person to cease to be a general partner as provided in section 359.241;

(4) “Foreign limited partnership”, a partnership formed under the laws of any country or of any state other than this state and having as partners one or more general partners and one or more limited partners;

(5) “General partner”, a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;

(6) “Limited partner”, a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;

(7) “Limited partnership” and “domestic limited partnership”, a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners;

(8) “Partner”, a limited or general partner;

(9) “Partnership agreement”, any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;

(10) “Partnership interest”, a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;

(11) “Person”, a natural person, partnership, limited partnership (domestic or foreign), domestic or foreign limited liability company, trust, estate, association, or corporation;

(12) “Registered limited liability limited partnership”, a limited partnership complying with section 359.172;

(13) “State”, a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

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