§ 358.150 — Nature of partner's liability.

Missouri § 358.150

• Jurisdiction: Missouri
• Title XXIII: CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
• Ch. 358: Uniform Partnership Law

Text

1.  Except as provided in subsection 2 of this section, all partners are liable jointly and severally for everything chargeable to the partnership pursuant to sections 358.130 and 358.140 , and for all other debts and obligations of the partnership.  Any partner may enter into a separate obligation to perform a partnership contract.

2.  Subject to subsection 3 of this section, no partner in a registered limited liability partnership shall be liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for any debts, obligations and liabilities of, or chargeable to, the partnership or each other, whether in tort, contract or otherwise, which are incurred, created or assumed by such partnership while the partnership is a registered limited liability partnership.

3.  Subsection 2 of this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligence, wrongful acts, omissions, misconduct or malpractice or the partner's liability for any taxes or fees administered by the department of revenue pursuant to chapter 143 , 144 or 301, and any liabilities owed as determined by the division of employment security, pursuant to chapter 288 , and any local taxes provided for in section 32.087 .

4.  A partner is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce obligations arising out of acts, omissions, malpractice or misconduct of the type described in subsection 2 of this section, unless the partner is personally liable pursuant to subsection 1 or 3 of this section.

5.  A registered limited liability partnership may sue and be sued in its own name.

6.  Venue of claims against registered limited liability partnerships shall be controlled pursuant to section 508.010 and, for purposes of venue, a registered limited liability partnership shall be deemed to be a citizen and resident of the county in which it has any office or agent for the transaction of its usual and customary business activities or in which its registered office or registered agent is located.

7.  Service of process upon a registered limited liability partnership may be had by delivering a copy of the summons and petition to the partnership's registered agent, a partner, managing or general agent or by leaving the copies at any business office of the registered limited liability partnership with the person having charge thereof.

Legislative History

(L. 1949 p. 506 § 15, A.L. 1961 p. 259, A.L. 1995 H.B. 558, A.L. 1996 H.B. 1368, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394) Suits on joint assumptions of copartners,431.140