History: L. 1983, ch. 88, § 64; July 1.
(a) "Certificate of limited partnership" means the certificate referred to in K.S.A. 56-1a151 and amendments thereto and the certificate as amended.
(b) "Contribution" means any cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the partner's capacity as a partner.
(c) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in K.S.A. 56-1a252 and amendments thereto.
(d) "Foreign limited partnership" means a partnership formed under the laws of any state or jurisdiction other than the state of Kansas, or under the laws of any foreign country, and having as partners one or more general partners and one or more limited partners.
(e) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and so named in the certificate of limited partnership or similar instrument of the state or foreign country under which the limited partnership is organized if so required.
(f) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
(g) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of the state of Kansas and having one or more general partners and one or more limited partners.
(h) "Partner" means a limited or general partner.
(i) "Partnership agreement" means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business.
(j) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
(k) "Person" means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.
(l) "State" means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.
History: L. 1983, ch. 88, § 1; L. 1987, ch. 208, § 1; L. 1988, ch. 195, § 1; July 1.
(a) Shall contain the words "Limited Partnership" or the abbreviation "L.P." or "LP";
(b) may not contain the name of a limited partner unless (1) it is also the name of a general partner or the corporate name of a corporate general partner or (2) the business of the limited partnership had been carried on under that name before the admission of that limited partner;
(c) must be such as to distinguish it upon the records in the office of the secretary of state from the name of any corporation, limited liability company or limited partnership reserved, registered or organized under the laws of the state of Kansas or qualified to do business or registered as a foreign corporation or limited partnership in the state of Kansas. A limited partnership may register under any name which is not such as to distinguish it upon the records in the office of the secretary of state from the name of any domestic or foreign corporation, limited liability company or limited partnership reserved, registered or organized under the laws of the state of Kansas with the consent of the other corporation, limited liability company or limited partnership, which written consent shall be filed with the secretary of state; and
(d) may contain the following words: "Company," "Association," "Club," "Foundation," "Fund," "Institute," "Society," "Union," "Syndicate," "Limited," or "Trust" or abbreviations of similar import.
History: L. 1983, ch. 88, § 2; L. 1987, ch. 208, § 2; L. 1988, ch. 195, § 2; L. 1991, ch. 76, § 28; L. 1994, ch. 140, § 13; July 1.
History: L. 1983, ch. 88, § 3; July 1.
(1) A registered office, which may but need not be a place of its business in the state of Kansas; and
(2) a resident agent for service of process on the limited partnership at the registered office, which agent may be an individual or a domestic corporation, domestic limited partnership, domestic limited liability company, a domestic business trust or a foreign corporation, limited partnership, limited liability company, business trust authorized to transact business in this state or the limited partnership itself.
(b) A resident agent may change the address of the registered office of the limited partnerships for which the agent is resident agent to another address in the state of Kansas by paying a fee as set forth in K.S.A. 56-1a605 and amendments thereto and filing with the secretary of state a certificate executed by the resident agent. The certificate shall set forth the names of all the limited partnerships represented by the resident agent and the address at which the resident agent has maintained the registered office for each of such limited partnerships and shall certify the new address to which each such registered office will be changed on a given day and at which new address the resident agent will thereafter maintain the registered office for each of the limited partnerships recited in the certificate. Upon the filing of the certificate, the secretary of state shall furnish to the resident agent a certified copy of the certificate and, until further change of address as authorized by law, the registered office in the state of Kansas of each limited partnership recited in the certificate shall be located at the new address of the resident agent thereof as given in the certificate. Filing of the certificate shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby, and each such limited partnership shall not be required to take any further action with respect thereto to amend its certificate of limited partnership under K.S.A. 56-1a152 and amendments thereto. Any resident agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of the certificate to each limited partnership affected thereby. The resident agent shall furnish the secretary of state one additional copy of the certificate for each limited partnership affected. Whenever the location of a resident agent's office is moved to another room or suite within the same structure and the change is reported in writing to the secretary of state, the secretary of state shall charge no fee for recording such change on the appropriate records on file with the secretary of state.
(c) The resident agent of one or more limited partnerships may resign and appoint a successor resident agent by paying the fee required by K.S.A. 56-1a605 and amendments thereto and filing a certificate with the secretary of state, stating that the resident agent resigns and the name and address of the successor resident agent. There shall be attached to the certificate a statement executed by each affected limited partnership ratifying and approving such change of resident agent. Upon the filing, the successor resident agent shall become the resident agent of the limited partnerships that have ratified and approved the substitution and the successor resident agent's address, as stated in the certificate, shall become the address of each such limited partnership's registered office in the state of Kansas. Filing of the certificate of resignation shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby, and each such limited partnership shall not be required to take any further action with respect thereto to amend its certificate of limited partnership under K.S.A. 56-1a152 and amendments thereto. The resident agent shall furnish the secretary of state one additional copy of the certificate for each limited partnership affected.
(d) The resident agent of one or more limited partnerships may resign without appointing a successor resident agent by paying the fee required by K.S.A. 56-1a605 and amendments thereto and filing a certificate with the secretary of state stating that the resident agent resigns as resident agent for the limited partnerships that are identified in the certificate, but the resignation shall not become effective until 60 days after the certificate is filed. There shall be attached to the certificate an affidavit, that at least 30 days prior to the date of the filing of the certificate, notice of the resignation of the resident agent was sent by certified or registered mail to each limited partnership for which the resident agent is resigning as resident agent. The affidavit shall be sworn to by the resident agent, if an individual, or the president, a vice-president or the secretary of the resident agent, if a corporation. The affidavit shall state that the notice was sent to the principal office of each of the limited partnership within or outside the state of Kansas, if known to the resident agent or, if not, to the last known address of the attorney or other individual at whose request the resident agent was appointed for the limited partnership. After receipt of the notice of the resignation of its resident agent, the limited partnership for which the resident agent was acting shall obtain and designate a new resident agent, to take the place of the resident agent resigning. If a limited partnership fails to obtain and designate a new resident agent within 60 days after the filing by the resident agent of the certificate of resignation, the certificate of that limited partnership shall be considered canceled. After the resignation of the resident agent shall have become effective as provided in this section and if no new resident agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against the limited partnership for which the resigned resident agent had been acting shall thereafter be upon the secretary of state in accordance with K.S.A. 60-304 and amendments thereto.
(e) If a domestic limited partnership's resident agent dies or moves from the registered office, the limited partnership shall designate and certify to the secretary of state the name of another resident agent within 30 days of the death or move. If no new resident agent is designated, the service of legal process on the limited partnership may be made as prescribed in K.S.A. 60-304 and amendments thereto. If any domestic limited partnership fails to designate a new resident agent as required by this subsection, the secretary of state, after giving 30 days' notice of the intended action, may declare the limited partnership certificate canceled.
History: L. 1983, ch. 88, § 4; L. 1988, ch. 195, § 3; L. 2007, ch. 81, § 11; July 1.
History: L. 1983, ch. 88, § 5; July 1.
History: L. 1983, ch. 88, § 6; July 1.
History: L. 1983, ch. 88, § 7; July 1.
(b) As used in this section, "telefacsimile communication" means the use of electronic equipment to send or transfer a document.
History: L. 1996, ch. 135, § 1; L. 1999, ch. 41, § 14; July 1.
(1) The name of the limited partnership;
(2) the address of the registered office and the name and address of the resident agent for service of process required to be maintained by K.S.A. 56-1a104 and amendments thereto;
(3) the name and the business or residence address of each general partner;
(4) the latest date upon which the limited partnership is to dissolve; and
(5) any other matters the general partners determine to include in the certificate.
(b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
History: L. 1983, ch. 88, § 8; L. 1987, ch. 208, § 3; L. 1988, ch. 195, § 4; July 1.
(1) The name of the limited partnership; and
(2) the amendment to the certificate.
(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any matter described has changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate.
(c) Notwithstanding the requirements of subsection (b), no later than 30 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner:
(1) the admission of a new general partner;
(2) the withdrawal of a general partner;
(3) the continuation of the partnership under K.S.A. 56-1a451, and amendments thereto, after the withdrawal of a general partner; or
(4) a change in the name of the limited partnership, the address of the registered office or the name or address of the resident agent.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose determined by the general partners.
(e) Unless otherwise provided in this act or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the secretary of state.
History: L. 1983, ch. 88, § 9; L. 1987, ch. 208, § 4; L. 1988, ch. 195, § 5; July 1.
(1) The name of the limited partnership;
(2) the date of filing of its certificate of limited partnership;
(3) the reason for filing the certificate of cancellation;
(4) the future effective date of cancellation, which shall be a date certain, if it is not to be effective upon the filing of the certificate; and
(5) any other information the general partners determine proper.
History: L. 1983, ch. 88, § 10; July 1.
(1) An initial certificate of limited partnership must be signed by all general partners;
(2) a certificate of amendment must be signed by at least one general partner and by each other general partner who is designated in the certificate of amendment as a new general partner; and
(3) a certificate of cancellation must be signed by all general partners or, if there is no general partner, by a majority of the limited partners.
(b) Any person may sign any certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must describe the admission. Powers of attorney relating to the signing of a certificate by an attorney-in-fact need not be filed in the office of the secretary of state but must be retained by a general partner.
(c) The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury, that the facts stated in the certificate are true and that any power of attorney used in connection with the execution of the certificate is in proper form and substance.
(d) Any signature on documents authorized to be filed with the secretary of state under the provisions of this chapter may be a facsimile, a conformed signature or an electronically transmitted signature.
History: L. 1983, ch. 88, § 11; L. 1987, ch. 208, § 5; L. 1999, ch. 41, § 8; July 1.
History: L. 1983, ch. 88, § 12; L. 1987, ch. 208, § 6; July 1.
(1) Certify that the certificate of limited partnership, certificate of amendment, certificate of cancellation or judicial decree of amendment or cancellation has been filed in the secretary of state's office by endorsing upon the original certificate the word "Filed" and the date and hour of the filing; in the absence of actual fraud this endorsement is conclusive of the date and time of its filing;
(2) record the endorsed certificate in an electronic medium; and
(3) return the original document certified as a true copy of the recorded document, to the person who filed it or that person's representative.
(b) The certificate of limited partnership shall be amended as provided in a certificate of amendment or decree of amendment upon the filing of the certificate of amendment or judicial decree of amendment in the office of the secretary of state or upon the future effective date specified in the certificate of amendment or judicial decree of amendment. The certificate of limited partnership is canceled upon the filing of a certificate of cancellation or a judicial decree of amendment in the office of the secretary of state, upon the future effective date specified in the certificate of cancellation or a judicial decree or as specified in this act.
(c) The fee required by K.S.A. 56-1a605, and amendments thereto, shall be paid at the time of the filing of a certificate of limited partnership, a certificate of amendment or a certificate of cancellation.
(d) The fee required by K.S.A. 56-1a605, and amendments thereto, shall be paid for a certified copy of any paper on file pursuant to this act, and the fee fixed pursuant to K.S.A. 56-1a605, and amendments thereto, shall be paid for each page copied.
History: L. 1983, ch. 88, § 13; L. 2004, ch. 143, § 97; Jan. 1, 2005.
(1) Any person who executes the certificate, or causes another to execute it on the person's behalf, and who knew, and any general partner who knew or should have known, the statement to be false in any material respect at the time the certificate was executed; and
(2) any general partner who, after the certificate was executed, knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, if that general partner had sufficient time to amend or cancel the certificate, or to file a petition for its amendment or cancellation, before the statement was reasonably relied upon.
(b) No person shall have any liability for failing to cause the amendment or cancellation of a certificate to be filed or failing to file petition for its amendment or cancellation pursuant to subsection (a) if the certificate of amendment, certificate of cancellation or petition is filed within 30 days of when that person knew or should have known that the statement in the certificate was inaccurate in any material respect.
History: L. 1983, ch. 88, § 14; July 1.
History: L. 1983, ch. 88, § 15; L. 1987, ch. 208, § 7; July 1.
History: L. 1983, ch. 88, § 16; July 1.
(b) If the restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as previously amended or supplemented by any certificate or instrument that was executed and filed pursuant to this act, it shall be specifically designated in its heading as a "restated certificate of limited partnership" together with such other words as the partnership may deem appropriate and shall be executed and filed by a general partner in the office of the secretary of state. If the restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as previously amended or supplemented, it shall be specifically designated in its heading as an "amended and restated certificate of limited partnership" together with such other words as the partnership may deem appropriate and shall be executed and filed in the office of the secretary of state by at least one general partner and by each other partner designated in the restated certificate of limited partnership as a new general partner.
(c) A restated certificate of limited partnership shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the limited partnership's present name; if it has been changed, the name under which it was originally filed; and the date of filing of its original certificate of limited partnership with the secretary of state. A restated certificate shall also state that it was duly executed and filed in accordance with the provisions of this section. If it was executed by a general partner alone because it only restates and integrates and does not further amend the provisions of the limited partnership's certificate of limited partnership as previously amended or supplemented and there is no discrepancy between those provisions and the provisions of the restated certificate, it shall state that fact as well.
(d) Upon the filing of the restated certificate of limited partnership with the secretary of state, the initial certificate of limited partnership, as previously amended or supplemented, shall be superseded. Thereafter the restated certificate of limited partnership, including any further amendment or changes made by the restated certificate, shall be the certificate of limited partnership of the limited partnership, but the original effective date of formation shall remain unchanged.
(e) Any amendment or change made in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provision of this act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to make the amendment or change.
History: L. 1983, ch. 88, § 17; L. 1988, ch. 195, § 6; July 1.
(1) At the time the limited partnership is formed; or
(2) at any later time specified in the records of the limited partnership for becoming a limited partner.
(b) After the filing of a limited partnership's initial certificate of limited partnership, a person may be admitted as an additional limited partner:
(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in K.S.A. 56-1a404 and amendments thereto, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
History: L. 1983, ch. 88, § 18; L. 1987, ch. 208, § 8; July 1.
(b) Subject to K.S.A. 56-1a203 and amendments thereto, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.
(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.
History: L. 1983, ch. 88, § 19; L. 1988, ch. 195, § 7; July 1.
(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) by virtue of the limited partner's possessing or exercising one or more of the following powers:
(1) To be a contractor for or an agent or employee of the limited partnership or of a general partner, or to be an officer, director or shareholder of a general partner that is a corporation;
(2) to consult with or advise a general partner with respect to the business of the limited partnership;
(3) to act as surety for the limited partnership or to guarantee or assume one or more specific obligations of the limited partnership or to provide collateral for the limited partnership;
(4) to take any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;
(5) to vote on one or more of the following matters:
(A) The dissolution and winding up of the affairs of the limited partnership;
(B) the sale, exchange, lease, mortgage, pledge or other transfer of a material portion of the assets of the limited partnership;
(C) the incurrence, renewal, refinancing or payment or other discharge of material indebtedness by the limited partnership;
(D) a change in the nature of the business;
(E) the admission, removal or retention of a general partner; or
(F) the admission, removal or retention of a limited partner;
(6) to request or attend a meeting of partners; or
(7) to approve or disapprove, by voting or otherwise, any material matters which are related to the business of the partnership and which are stated in the partnership agreement.
(c) The enumeration in subsection (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the control of the business of the limited partnership.
(d) A limited partner who knowingly permits the limited partner's name to be used in the name of the limited partnership, except under circumstances permitted by K.S.A. 56-1a102 and amendments thereto, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
History: L. 1983, ch. 88, § 20; L. 1987, ch. 208, § 9; L. 1988, ch. 195, § 8; July 1.
(b) A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a):
(1) If the person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to the person as a general partner; and
(2) if the third party actually believed in good faith that the person was a general partner at the time of the transaction and acted in reliance on such belief.
History: L. 1983, ch. 88, § 21; L. 1988, ch. 195, § 9; July 1.
(a) True and full information regarding the state of the business and financial condition of the limited partnership;
(b) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year;
(c) a current list of the full name and last known business or residence address of each partner set forth in alphabetical order, a copy of the certificate of limited partnership and all certificates of amendment thereto and any executed copies of any powers of attorney pursuant to which any certificate has been executed;
(d) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services which were contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and
(e) any other information regarding the affairs of the limited partnership that is just and reasonable.
History: L. 1983, ch. 88, § 22; L. 1988, ch. 195, § 10; July 1.
History: L. 1983, ch. 88, § 23; L. 1987, ch. 208, § 10; L. 1988, ch. 195, § 11; July 1.
(a) The general partner withdraws from the limited partnership as provided in K.S.A. 56-1a352 and amendments thereto;
(b) the general partner ceases to be a member of the limited partnership as provided in K.S.A. 56-1a402 and amendments thereto;
(c) the general partner is removed as a general partner in accordance with the partnership agreement;
(d) unless otherwise provided in writing in the partnership agreement, or with the specific written consent of all partners, the general partner:
(1) Makes an assignment for the benefit of creditors;
(2) files a voluntary petition in bankruptcy;
(3) is adjudged a bankrupt or insolvent or has had entered against the general partner an order for relief in any bankruptcy or insolvency proceeding;
(4) files a petition or answer seeking for the general partner's self any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rules and regulations;
(5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or
(6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner's properties;
(e) unless otherwise provided in writing in the partnership agreement or with the specific written consent of all partners, if:
(1) Within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rules and regulations, the proceeding has not been dismissed; or
(2) within 90 days after the appointment, without the general partner's consent or acquiescence, of a trustee, receiver or liquidator of the general partner or of all or any substantial part of the general partner's properties, the appointment is not vacated or stayed or, within 90 days after the expiration of any such stay, the appointment is not vacated;
(f) in the case of a general partner who is a natural person:
(1) the general partner's death; or
(2) the entry by a court of competent jurisdiction of an order adjudicating the general partner incompetent to manage the general partner's person or property;
(g) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;
(h) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up the affairs of the separate partnership;
(i) in the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(j) in the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
History: L. 1983, ch. 88, § 24; L. 1987, ch. 208, § 11; July 1.
(b) Except as provided in this act, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.
(c) Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
History: L. 1983, ch. 88, § 25; July 1.
History: L. 1983, ch. 88, § 26; July 1.
(b) The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.
(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any general partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
History: L. 1983, ch. 88, § 27; L. 1988, ch. 195, § 12; July 1.
History: L. 1983, ch. 88, § 28; July 1.
(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated, at the option of the limited partnership, to contribute cash equal to that portion of the value, as stated in the records of the limited partnership, of the stated contribution that has not been made.
(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit to the partnership may enforce the original obligation if the creditor extends credit, or the creditor's claim arises, after the filing of the certificate of limited partnership or an amendment thereto which, in either case, reflects the obligation, and before the amendment or cancellation of the certificate to reflect the compromise.
History: L. 1983, ch. 88, § 29; L. 1987, ch. 208, § 12; L. 1993, ch. 157, § 1; July 1.
History: L. 1983, ch. 88, § 30; L. 1988, ch. 195, § 13; July 1.
History: L. 1983, ch. 88, § 31; L. 1988, ch. 195, § 14; July 1.
History: L. 1983, ch. 88, § 32; L. 1993, ch. 157, § 2; July 1.
History: L. 1983, ch. 88, § 33; July 1.
(2) The provisions of this subsection shall apply to limited partnerships formed on or before June 30, 1997.
(b) (1) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement and in accordance with the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw, the limited partner shall have no right to withdraw.
(2) The provisions of this subsection shall apply to limited partnerships formed on or after July 1, 1997.
History: L. 1983, ch. 88, § 34; L. 1993, ch. 157, § 3; L. 1997, ch. 55, § 2; July 1.
History: L. 1983, ch. 88, § 35; July 1.
History: L. 1983, ch. 88, § 36; L. 1993, ch. 157, § 4; July 1.
History: L. 1983, ch. 88, § 37; July 1.
History: L. 1983, ch. 88, § 38; July 1.
(b) If a partner has received the return of any part of the partner's contribution in violation of the partnership agreement or this act, the partner is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.
(c) A partner receives a return of the partner's contribution to the extent that a distribution to the partner reduces the partner's share of the fair value of the net assets of the limited partnership below the value, as set forth in the records of the limited partnership, of the partner's contribution which has not been distributed to the partner.
History: L. 1983, ch. 88, § 39; L. 1988, ch. 195, § 15; July 1.
History: L. 1983, ch. 88, § 40; July 1.
History: L. 1983, ch. 88, § 41; L. 1988, ch. 195, § 16; July 1.
History: L. 1983, ch. 88, § 42; July 1.
(1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(2) all other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this act. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in K.S.A. 56-1a301 through 56-1a304, and amendments thereto, and 56-1a351 through 56-1a358, and amendments thereto. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under K.S.A. 56-1a157 and 56-1a302, and amendments thereto.
History: L. 1983, ch. 88, § 43; L. 1993, ch. 157, § 5; July 1.
History: L. 1983, ch. 88, § 44; July 1.
(1) At the time or upon the happening of events specified in writing in the partnership agreement;
(2) written consent of all partners; or
(3) entry of a decree of judicial dissolution under K.S.A. 56-1a452 and amendments thereto.
(b) Unless otherwise provided by the written provisions of the partnership agreement, the cessation of a person as a general partner shall not cause the limited partnership to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited partnership shall be continued without dissolution by the remaining general partner or partners, unless: (1) Within 90 days following such cessation all remaining general partners and a majority in interest of the limited partners agree in writing to dissolve the limited partnership; or (2) if there is no remaining general partner, within 90 days following such cessation a majority in interest of the limited partners fail to appoint one or more additional general partners effective as of the date of the cessation.
History: L. 1983, ch. 88, § 45; L. 1993, ch. 157, § 6; L. 1998, ch. 38, § 1; July 1.
History: L. 1983, ch. 88, § 46; July 1.
(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in K.S.A. 56-1a506 and amendments thereto, the persons winding up the limited partnership's affairs, in the name of, and for and on behalf of, the limited partnership, may prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership's business, dispose of and convey the limited partnership's property, discharge the limited partnership's liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners.
History: L. 1983, ch. 88, § 47; L. 1988, ch. 195, § 17; July 1.
(a) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under K.S.A. 56-1a351 or 56-1a354;
(b) unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under K.S.A. 56-1a351 or 56-1a354; and
(c) unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.
History: L. 1983, ch. 88, § 48; July 1.
(1) The laws of the state, territory, possession, county or other jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and
(2) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of the state of Kansas.
(b) A foreign limited partnership shall be subject to K.S.A. 56-1a106.
History: L. 1983, ch. 88, § 49; July 1.
(a) The name of the foreign limited partnership;
(b) the state or other jurisdiction or country where organized, the date of its organization and a statement issued by an appropriate authority in that jurisdiction or by a third-party agent authorized by the secretary of state that the foreign limited partnership exists in good standing under the laws of the jurisdiction of its organization;
(c) the nature of the business or purposes to be conducted or promoted in the state of Kansas;
(d) the address of the registered office and the name and address of the resident agent for service of process required to be maintained by subsection (b) of K.S.A. 56-1a504 and amendments thereto;
(e) an irrevocable written consent of the foreign limited partnership that actions may be commenced against it in the proper court of any county where there is proper venue by the service of process on the secretary of state as provided for in K.S.A. 60-304 and amendments thereto and stipulating and agreeing that such service shall be taken and held, in all courts, to be as valid and binding as if due service had been made upon the general partners of the foreign limited partnership;
(f) the name and business, residence or mailing address of each of the general partners; and
(g) the date on which the foreign limited partnership first did, or intends to do, business in the state of Kansas.
History: L. 1983, ch. 88, § 50; L. 1987, ch. 208, § 13; L. 1988, ch. 195, § 18; L. 2004, ch. 143, § 98; Jan. 1, 2005.
(1) Certify that the application has been filed in the secretary of state's office by endorsing upon the original application the word "Filed" and the date and hour of the filing, and the endorsement is conclusive of the date and time of its filing in the absence of actual fraud; and
(2) file and index the endorsed application.
(b) The duplicate of the application, similarly certified, shall be returned to the person who filed the application or that person's representative.
History: L. 1983, ch. 88, § 51; July 1.
(1) Written consent is obtained from the other corporation, limited liability company or limited partnership and filed with the secretary of state; or
(2) it indicates as a means of identification and in its advertising within this state, the state in which the limited partnership was formed, and the application sets forth this condition.
(b) Each foreign limited partnership shall have and maintain in the state of Kansas:
(1) A registered office which may but need not be a place of its business in the state of Kansas; and
(2) a resident agent for service of process on the limited partnership, which agent may be an individual resident of the state of Kansas, a domestic corporation, a domestic limited partnership, a domestic limited liability company or a domestic business trust, or a foreign corporation, limited partnership, limited liability company, or business trust authorized to transact business in this state whose business office is identical with the limited partnership's registered office.
(c) A resident agent may change the address of the registered office of the foreign limited partnerships for which the resident agent is resident agent to another address in the state of Kansas by (1) paying the fee required by K.S.A. 56-1a605, and amendments thereto; (2) filing with the secretary of state a certificate, executed by the resident agent, setting forth the names of all the foreign limited partnerships represented by the resident agent and the address at which the resident agent has maintained the registered office for each of such foreign limited partnerships; and (3) certifying to the new address to which each such registered office will be changed on a given day and at which the resident agent will thereafter maintain the registered office for each of the foreign limited partnerships recited in the certificate. Upon the filing of the certificate, the secretary of state shall furnish to the resident agent a certified copy of it. Thereafter, or until further change of address, as authorized by law, the registered office in the state of Kansas of each of the foreign limited partnerships recited in the certificate shall be located at the new address of the resident agent of the partnership given in the certificate. Filing of the certificate shall be considered an amendment of the application of each foreign limited partnership affected by the certificate, and the foreign limited partnership shall not be required to take any further action with respect thereto, to amend its application under K.S.A. 56-1a505, and amendments thereto. Any resident agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each foreign limited partnership affected thereby. The resident agent shall furnish the secretary of state one additional copy of the certificate for each limited partnership affected.
(d) The resident agent of one or more foreign limited partnerships may resign and appoint a successor registered agent by paying the fee required by K.S.A. 56-1a605, and amendments thereto, and filing a certificate with the secretary of state, stating that the resident agent resigns as resident agent for the foreign limited partnerships identified in the certificate and giving the name and address of the successor resident agent. There shall be attached to the certificate a statement executed by each affected foreign limited partnership ratifying and approving the change of resident agent. Upon the filing, the successor resident agent shall become the resident agent of those foreign limited partnerships that have ratified and approved the substitution and the successor resident agent's address, as stated in the certificate, shall become the address of each such foreign limited partnership's registered office in the state of Kansas. Filing of the certificate of resignation shall be deemed to be an amendment of the application of each foreign limited partnership affected by the certificate, and the foreign limited partnership shall not be required to take any further action with respect thereto, to amend its application under K.S.A. 56-1a505, and amendments thereto. The resident agent shall furnish the secretary of state one additional copy of the certificate for each limited partnership affected.
(e) The resident agent of one or more foreign limited partnerships may resign without appointing a successor resident agent by paying the fee required by K.S.A. 56-1a605, and amendments thereto and filing a certificate with the secretary of state stating that the resident agent resigns as resident agent for the foreign limited partnerships identified in the certificate, but the resignation shall not become effective until 60 days after the certificate is filed. There shall be attached to the certificate an affidavit that, at least 30 days prior to the date of the filing of the certificate, notice of the resignation of the resident agent was sent by certified or registered mail to each foreign limited partnership for which the resident agent is resigning as resident agent. The affidavit shall be sworn to by the resident agent, if an individual, or the president, a vice president or the secretary of the resident agent, if a corporation. The affidavit shall state that the notice was sent to the principal office of each of the foreign limited partnership within or outside the state of Kansas, if known to the resident agent or, if not, to the last known address of the attorney or other individual at whose request the resident agent was appointed for the foreign limited partnership. After receipt of the notice of the resignation of its resident agent, the foreign limited partnership for which the resident agent was acting shall obtain and designate a new resident agent, to take the place of the resident agent resigning. If a foreign limited partnership fails to obtain and designate a new resident agent within 60 days after the filing by the resident agent of the certificate of resignation, that foreign limited partnership shall not be permitted to do business in the state of Kansas and its registration shall be considered canceled.
History: L. 1983, ch. 88, § 52; L. 2007, ch. 81, § 12; July 1.
History: L. 1983, ch. 88, § 53; July 1.
History: L. 1983, ch. 88, § 54; July 1.
(b) The failure of a foreign limited partnership to register in the state of Kansas does not:
(1) Impair the validity of any contract or act of the foreign limited partnership;
(2) impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) prevent the foreign limited partnership from defending any action, suit or proceeding in any court of the state of Kansas.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the limited partnership's having done business in the state of Kansas without registration.
History: L. 1983, ch. 88, § 55; July 1.
History: L. 1983, ch. 88, § 56; July 1.
History: L. 1983, ch. 88, § 57; July 1.
History: L. 1983, ch. 88, § 58; July 1.
(1) Maintaining, defending or settling an action or proceeding;
(2) holding meetings or carrying on any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange and registration of the limited partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, mortgages or security interests in real or personal property;
(8) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and
(10) transacting business in interstate commerce.
(b) The ownership in this state of income producing real property or tangible personal property, other than property excluded under subsection (a), constitutes doing business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation or regulation under any other law of this state.
(d) The provisions of this section shall be part of and supplemental to the revised uniform limited partnership act.
History: L. 2004, ch. 143, § 103; Jan. 1, 2005.
History: L. 1983, ch. 88, § 59; July 1.
History: L. 1983, ch. 88, § 60; July 1.
History: L. 1983, ch. 88, § 61; July 1.
History: L. 1983, ch. 88, § 62; July 1.
(b) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act.
History: L. 1983, ch. 88, § 63; July 1.
History: L. 1983, ch. 88, § 65; July 1.
(b) Except as provided in subsections (c) and (d), all domestic limited partnerships formed prior to January 1, 1984, shall continue to be governed by the provisions of K.S.A. 56-122, 56-124 through 56-151 and K.S.A. 56-123 and 56-123b until January 1, 1986, at which time those limited partnerships shall be governed by the provisions of the Kansas revised uniform limited partnership act.
(c) Any domestic limited partnership formed prior to January 1, 1984, may elect to be governed by the provisions of the Kansas revised uniform limited partnership act before January 1, 1986, by filing with the secretary of state a certificate of limited partnership which complies with this act or a certificate of amendment which would cause its certificate of limited partnership to comply with the Kansas revised uniform limited partnership act and which specifically states that it is electing to be so bound.
(d) With respect to a domestic limited partnership formed prior to January 1, 1984, on or after January 1, 1986, the limited partnership need not file with the secretary of state a certificate of amendment which would cause its certificate of limited partnership to comply with the Kansas revised limited partnership act until the occurrence of an event which, under that act, requires the filing of a certificate of amendment except that the limited partnership shall file with the secretary of state a designation of registered office and resident agent in compliance with this act prior to or at the time the limited partnership files its 1986 annual report in compliance with K.S.A. 56-1a606.
(e) All foreign limited partnerships shall be governed by the provisions of the Kansas revised uniform limited partnership act.
(f) A foreign limited partnership registered prior to January 1, 1984, shall file with the secretary of state a registration application to comply with this act prior to or at the time the foreign limited partnership files its 1984 annual report in compliance with K.S.A. 56-1a607.
History: L. 1983, ch. 88, § 66; July 1.
History: L. 1983, ch. 88, § 67; L. 1998, ch. 93, § 73; Jan. 1, 1999.
(1) For issuing or filing and indexing any of the documents described below, a fee of $20:
(A) A certificate of amendment of limited partnership;
(B) a restated certificate of limited partnership;
(C) a certificate of cancellation of limited partnership;
(D) a certificate of change of location of registered office or registered agent; and
(E) any certificate, affidavit, agreement or any other paper provided for in this act, for which no different fee is specifically prescribed;
(2) for certified copies, a fee of $7.50 for each copy certified plus a fee per page, if the secretary of state supplies the copies, in an amount fixed by the secretary of state and approved by the director of accounts and reports for copies of corporate documents under K.S.A. 45-204 and amendments thereto;
(3) for each certificate of good standing and certificate of fact issued by the secretary of state, a fee of $7.50;
(4) for a report of record search, a fee of $5, but furnishing the following information shall not be considered a record search and no charge shall be made therefor: name of the limited partnership and the address of its registered office; name and address of the resident agent; the state of the limited partnership's formation; the date of filing of its certificate of limited partnership or annual report; and date of expiration; and
(5) for photocopies of instruments on file or prepared by the secretary of state's office and which are not certified, a fee per page in an amount fixed by the secretary of state and approved by the director of accounts and reports for copies of corporate documents under K.S.A. 45-204 and amendments thereto.
(b) Every limited partnership hereafter formed in this state shall pay to the secretary of state at the time of filing its certificate of limited partnership, an application and recording fee of $150.
(c) At the time of filing its application to do business, every foreign limited partnership shall pay to the secretary of state an application and recording fee of $150.
(d) The secretary of state shall not charge any fees for the documents or services described in this section upon an official request by any agency of this state or of the United States, or by any officer or employee thereof.
History: L. 1983, ch. 88, § 68; July 1.
(b) The annual report shall be made on a form prescribed by the secretary of state. The report shall contain the following information:
(1) The name of the limited partnership; and
(2) a list of the partners owning at least 5% of the capital of the partnership, with the address of each.
(c) Every limited partnership subject to the provisions of this section which is a limited agricultural partnership, as defined in K.S.A. 17-5903 and amendments thereto, and which holds agricultural land, as defined in K.S.A. 17-5903 and amendments thereto, within this state shall show the following additional information on the report:
(1) The number of acres and location, listed by section, range, township and county of each lot, tract or parcel of agricultural land in this state owned or leased by the limited partnership; and
(2) whether any of the agricultural land held and reported under subsection (c)(1) was acquired after July 1, 1981.
(d) The annual report shall be dated, signed by the general partner or partners of the limited partnership under penalty of perjury and forwarded to the secretary of state. At the time of filing the report, the limited partnership shall pay to the secretary of state an annual report fee in an amount equal to $40.
(e) The provisions of K.S.A. 17-7509 and amendments thereto, relating to penalties for failure of a corporation to file an annual report or pay the required annual report fee, and the provisions of subsection (a) of K.S.A. 17-7510 and amendments thereto, relating to forfeiture of a domestic corporation's articles of incorporation for failure to file an annual report or pay the required annual report fee, shall be applicable to the certificate of partnership of any limited partnership which fails to file its annual report or pay the annual report fee within 90 days of the time prescribed in this section for filing and paying the same. Whenever the certificate of partnership of a limited partnership is forfeited for failure to file an annual report or to pay the required annual report fee, the limited partnership may be reinstated by filing a certificate of reinstatement, in the manner and form to be prescribed by the secretary of state and paying to the secretary of state all fees, including any penalties thereon, due to the state. The fee for filing a certificate of reinstatement shall be the same as that prescribed by K.S.A. 17-7506 and amendments thereto for filing a certificate of reinstatement of a corporation's articles of incorporation.
History: L. 1983, ch. 88, § 69; L. 1987, ch. 208, § 14; L. 1994, ch. 182, § 9; L. 1997, ch. 106, § 7; L. 2000, ch. 172, § 6; L. 2002, ch. 185, § 46; L. 2004, ch. 171, § 31; L. 2005, ch. 157, § 21; L. 2007, ch. 81, § 13; July 1.
History: L. 1983, ch. 88, § 69; L. 1987, ch. 208, § 14; L. 1994, ch. 182, § 9; L. 1997, ch. 106, § 7; L. 2000, ch. 172, § 6; L. 2002, ch. 185, § 46; L. 2004, ch. 143, § 99; Repealed, L. 2005, ch. 157, § 31; Jan. 1, 2006.
(b) The annual report shall be made on a form prescribed by the secretary of state. The report shall contain the name of the limited partnership.
(c) Every foreign limited partnership subject to the provisions of this section which is a limited agricultural partnership, as defined in K.S.A. 17-5903 and amendments thereto, and which holds agricultural land, as defined in K.S.A. 17-5903 and amendments thereto, within this state shall show the following additional information on the report:
(1) The number of acres and location, listed by section, range, township and county of agricultural land in this state owned or leased by the limited partnership; and
(2) whether any of the agricultural land held and reported under subsection (c)(1) was acquired after July 1, 1981.
(d) The annual report shall be dated, signed by the general partner or partners of the limited partnership under penalty of perjury and forwarded to the secretary of state. At the time of filing the report, the foreign limited partnership shall pay to the secretary of state an annual report fee in an amount equal to $40.
(e) The provisions of K.S.A. 17-7509 and amendments thereto, relating to penalties for failure of a corporation to file an annual report or pay the required annual report fee, and the provisions of subsection (b) of K.S.A. 17-7510 and amendments thereto, relating to forfeiture of a foreign corporation's authority to do business in this state for failure to file an annual report or pay the required annual report fee, shall be applicable to the authority of any foreign limited partnership which fails to file its annual report or pay the annual report fee within 90 days of the time prescribed in this section for filing and paying the same. Whenever the authority of a foreign limited partnership to do business in this state is forfeited for failure to file an annual report or to pay the required annual report fee, the foreign limited partnership's authority to do business in this state may be reinstated by filing a certificate of reinstatement, in the manner and form to be prescribed by the secretary of state and paying to the secretary of state all fees, including any penalties thereon, due to the state. The fee for filing a certificate of reinstatement shall be the same as that prescribed by K.S.A. 17-7506 and amendments thereto for filing a certificate of reinstatement of a corporation's articles of incorporation.
History: L. 1983, ch. 88, § 70; L. 1997, ch. 106, § 8; L. 2000, ch. 172, § 7; L. 2002, ch. 185, § 47; L. 2004, ch. 171, § 32; L. 2005, ch. 157, § 22; L. 2007, ch. 81, § 14; July 1.
History: L. 1983, ch. 88, § 70; L. 1997, ch. 106, § 8; L. 2000, ch. 172, § 7; L. 2002, ch. 185, § 47; L. 2004, ch. 143, § 100; Repealed, L. 2005, ch. 157, § 31; Jan. 1, 2006.
History: L. 1987, ch. 208, § 15; L. 2004, ch. 171, § 33; L. 2005, ch. 157, § 23; Jan. 1, 2006.
(b) A domestic limited partnership that is not the surviving or resulting limited partnership in the merger or consolidation shall file a certificate of cancellation, which shall have an effective date not later than the effective date of the merger or consolidation.
(c) If following a merger or consolidation of one or more domestic limited partnerships and one or more limited partnerships formed under the laws of any state, the surviving or resulting limited partnership is not a domestic limited partnership, there shall be attached to the certificate of cancellation filed pursuant to K.S.A. 56-1a153 and amendments thereto for each such domestic limited partnership a certificate executed by the surviving or resulting limited partnership, stating that such surviving or resulting limited partnership may be served with process in the state of Kansas in any action, suit or proceeding for the enforcement of any obligation of such domestic limited partnership, irrevocably appointing the secretary of state as such surviving or resulting limited partnership's agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to such surviving or resulting limited partnership to the secretary of state.
(d) When the certificate of cancellation required by subsection (b) of section 20[*] shall have become effective, for all purposes of the laws of the state of Kansas, all of the rights, privileges and powers of each of the limited partnerships that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships, as well as all other things and causes of action belonging to each of such limited partnerships shall be vested in the surviving or resulting limited partnership, and shall thereafter be the property of the surviving or resulting limited partnership as they were of each of the limited partnerships that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state of Kansas, in any such limited partnerships, shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of any of such limited partnerships shall be preserved unimpaired, and all debts, liabilities and duties of each of the limited partnerships that have merged or consolidated shall thenceforth attach to the surviving or resulting limited partnership, and may be enforced against such surviving or resulting limited partnership to the same extent as if such debts, liabilities and duties had been incurred or contracted by such surviving or resulting limited partnership.
History: L. 1988, ch. 195, § 19; July 1.
(b) A copy of such application shall be open to inspection by or disclosure to any person who was a partner of the limited partnership during any part of the period covered by the extension.
(c) The provisions of this section shall be part of and supplemental to the revised uniform limited partnership act.
History: L. 2004, ch. 143, § 102; L. 2005, ch. 157, § 24; Jan. 1, 2006.