Missouri Partnership Types (4)
| Partnership Type | State Filing Requirement |
|---|---|
| General Partnership (GP) | No filing requirement, but every partnership name must comply with Missouri’s entity name requirements: Missouri Business Entity Search |
| Limited Partnership (LP) | Certificate of Limited Partnership (Filing Fee: $105.00) |
| Limited Liability Partnership (LLP) | Application for Registration of a Limited Liability Partnership (Filing Fee: 2 partners – $55.00, 3 partners – $80.00, 4 or more – $105.00) |
| Limited Liability Limited Partnership (LLLP) | Application for Registration of Limited Liability Limited Partnership (Filing Fee: “$5.00 plus $25.00 per general partner, not to exceed $105.00”) |
Fiduciary Duty
Partners dispense a record of all profits and any property, opportunities, or benefits they received as a result of their partnership or its resources. [1]
A partner is explicitly mandated to “render on demand” information relating to the partnership to other partners whenever this is requested. [2]
Every general partner must act as “an agent of the partnership,” tasked explicitly with conducting partnership business. [3]
Partners are obligated to observe standing policies for “the goodwill of the business” and, therefore, only dispose of it with the approval of all other partners.[4]
Partners are under an obligation to avoid any act that significantly interferes or halts the partnership’s “ordinary business.” [5]
Liability
Partners are responsible for “everything chargeable” to their partnership business accordingly; however, if necessary, partners can engage in separate obligations to satisfy a partnership contract. [6]
Limited liability partnerships shield the partners from being responsible for the partnership entity’s debts, penalties, and other types of liabilities “while the partnership is a registered limited liability partnership.”[7]
A limited liability partnership partner is subject to remedies regarding their “own negligence, wrongful acts,” misconduct, and debts to the Department of Revenue regardless of their status in the LLP. [8]
A registered limited liability partnership is considered “a citizen and resident of the county” where its office or agent is located whenever claims against the LLP must be acted on or investigated. [9]
Partners become liable for their partnership’s obligations once they have been admitted but not for any “incurred” before their admittance. [10]
State Definitions (7)
General partner means the person, such as an individual or business entity, identified with the words “general partner” in the partnership agreement and “named in the certificate of limited partnership.[11]
Limited partner means the partnership owner explicitly assigned the label “limited partner” in accordance with the partnership agreement. [12]
Limited partnership means the partnership entity specifically formed by at least “two or more persons” in this state with at least one limited and one general partner.[13]
Registered limited liability partnership means that a business partnership has formed “pursuant to an agreement governed” by the laws of Missouri accordingly. [14]
Registered limited liability limited partnership means a limited partnership that is compliant “with section 359.172.”[15][16]
Foreign limited partnership means a for-profit partnership formed through the laws of “any country or of any state” that is not Missouri and operates under those laws with at least one of general as well as at least one limited partner. [17]
Foreign registered limited liability partnership means that a limited liability partnership was formed as well as “governed by the laws of another jurisdiction” while recognized by that jurisdiction as a formal limited liability partnership. [18]
Sources
- MO Rev Stat § 358.210(1) (2023)
- MO Rev Stat § 358.200 (2023)
- MO Rev Stat § 358.090(1) (2023)
- MO Rev Stat § 358.090(3.2) (2023)
- MO Rev Stat § 358.090(3.3) (2023)
- MO Rev Stat § 358.150(1) (2023)
- MO Rev Stat § 358.150(2) (2023)
- MO Rev Stat § 358.150(3) (2023)
- MO Rev Stat § 358.150(6) (2023)
- MO Rev Stat § 358.170 (2023)
- MO Rev Stat § 359.011(5) (2023)
- MO Rev Stat § 359.011(6) (2023)
- MO Rev Stat § 359.011(7) (2023)
- MO Rev Stat § 358.020(8) (2023)
- MO Rev Stat § 359.011(12) (2023)
- MO Rev Stat § 359.172
- MO Rev Stat § 359.011(4) (2023)
- MO Rev Stat § 358.020 (5) (2023)