A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:

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

Terms Used In Missouri Laws 359.451

  • Certificate of limited partnership: the certificate referred to in section 359. See Missouri Laws 359.011
  • 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. See Missouri Laws 359.011
  • 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
  • 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

(2) Upon the happening of events specified in writing in the partnership 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 written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner, alone or together with one or more new general partners, and that partner or those partners do so; or

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

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

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