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56-1a01. Title of act. K.S.A. 56-1a101 through 56-1a601 may be cited as the Kansas revised uniform limited partnership act.

History: L. 1983, ch. 88, § 64; July 1.

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56-1a101. Definitions. As used in the Kansas revised uniform limited partnership act, unless the context otherwise requires:

(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.

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56-1a102.

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; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a103.

History: L. 1983, ch. 88, § 3; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a104.

History: L. 1983, ch. 88, § 4; L. 1988, ch. 195, § 3; L. 2007, ch. 81, § 11; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a105.

History: L. 1983, ch. 88, § 5; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a106. Nature of business. A limited partnership may conduct or promote any lawful business or purposes, except as otherwise provided by law of this state, which a partnership without limited partners may conduct or promote.

History: L. 1983, ch. 88, § 6; July 1.

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56-1a107. Business transactions of partner with the partnership. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

History: L. 1983, ch. 88, § 7; July 1.

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56-1a108.

History: L. 1996, ch. 135, § 1; L. 1999, ch. 41, § 14; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a151. Certificate of limited partnership; contents; formation of limited partnership at filing of certificate. (a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the secretary of state. Such certificate shall set forth:

(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. 17-7925, and amendments thereto;

(3) the name and the business or residence address of each general partner; and

(4) 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; L. 2021, ch. 61, § 39; L. 2025, ch. 10, § 5; July 1.

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56-1a152. Amendment to certificate of limited partnership by certificate of amendment or judicial decree. (a) The certificate of limited partnership may be amended as provided in a certificate of amendment or judicial 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 amendment or judicial decree of amendment shall set forth:

(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; L. 2015, ch. 65, § 22; July 1.

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56-1a153. Cancellation of certificate. A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up the affairs of the partnership, at any other time when there are no limited partners or as specified in this act. The certificate of limited partnership is canceled upon the filing of a certificate of cancellation or a judicial decree of cancellation in the office of the secretary of state or upon the future effective date specified in the certificate of cancellation or a judicial decree of cancellation or as specified in this act. A certificate of cancellation or judicial decree of cancellation shall be filed in the office of the secretary of state and set forth:

(a) The name of the limited partnership;

(b) the date of filing of its certificate of limited partnership;

(c) the reason for filing the certificate of cancellation;

(d) 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

(e) any other information the general partners determine proper.

History: L. 1983, ch. 88, § 10; L. 2015, ch. 65, § 23; July 1.

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56-1a154.

History: L. 1983, ch. 88, § 11; L. 1987, ch. 208, § 5; L. 1999, ch. 41, § 8; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a155.

History: L. 1983, ch. 88, § 12; L. 1987, ch. 208, § 6; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a156.

History: L. 1983, ch. 88, § 13; L. 2004, ch. 143, § 97; L. 2009, ch. 64, § 4; Repealed, L. 2015, ch. 65, § 24; July 1.

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56-1a157. Liability for false statement in certificate. (a) If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

(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.

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56-1a158. Notice of limited partnership. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners and is notice of all other facts which are contained in the certificate and which are required by K.S.A. 56-1a151 and amendments thereto to be in the certificate.

History: L. 1983, ch. 88, § 15; L. 1987, ch. 208, § 7; July 1.

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56-1a159. Delivery of certificate to limited partners. Upon the return by the secretary of state pursuant to K.S.A. 56-1a156 of a certificate marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment to each limited partner unless the partnership agreement provides otherwise.

History: L. 1983, ch. 88, § 16; July 1.

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56-1a160. Restated or amended and restated certificate of limited partnership. (a) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having previously been filed with the secretary of state one or more certificates or other instruments pursuant to this act, and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.

(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.

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56-1a201. Admission of additional limited partners. (a) A person becomes a limited partner:

(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.

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56-1a202. Rights, powers and duties of classes or groups of limited partners provided in partnership agreement; voting rights of limited partners. (a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of limited partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of limited partners.

(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.

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56-1a203. Liability of limited partners to third parties. (a) Except as provided in K.S.A. 56-1a157 and amendments thereto and in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, the limited partner participates in the control of the business. However, if the limited partner does participate in the control of the business, the limited partner is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

(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.

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56-1a204. Person erroneously believing self to be limited partner. (a) Except as provided in subsection (b), a person who makes a contribution to a partnership and who erroneously but in good faith believes that the person has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner if, on ascertaining the mistake, such person withdraws from future equity participation in the enterprise by taking such action as may be necessary to withdraw.

(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.

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56-1a205. Limited partner's right to information. Each limited partner has the right, subject to any reasonable standards set forth in the partnership agreement, to obtain from the general partners from time to time upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:

(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.

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56-1a251. Admission of additional general partners. After the filing of a limited partnership's initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with specific written consent of each partner. The partnership agreement shall specify in writing how additional general partners may be admitted.

History: L. 1983, ch. 88, § 23; L. 1987, ch. 208, § 10; L. 1988, ch. 195, § 11; July 1.

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56-1a252. Cessation of person as general partner, when. A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(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.

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56-1a253. General partners' powers and liabilities. (a) Except as provided in this act or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

(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.

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56-1a254. Contributions by general partners. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the rights and powers, and is subject to the restrictions, of a limited partner to the extent of the partner's participation in the partnership as a limited partner.

History: L. 1983, ch. 88, § 26; July 1.

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56-1a255. Rights, powers and duties of classes or groups of general partners provided in partnership agreement; voting rights of general partners. (a) A partnership agreement may provide for classes or groups of general partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of general partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of general partners.

(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.

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56-1a301. Form of contribution. The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

History: L. 1983, ch. 88, § 28; July 1.

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56-1a302. Liability for contributions. (a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.

(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.

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56-1a303. Allocation of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for the allocation, profits and losses shall be allocated on the basis of the value, as stated in the records of the limited partnership, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

History: L. 1983, ch. 88, § 30; L. 1988, ch. 195, § 13; July 1.

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56-1a304. Allocation of distributions of cash or other assets. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not provide for distributions, distributions shall be made on the basis of the value, as stated in the records of the limited partnership, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

History: L. 1983, ch. 88, § 31; L. 1988, ch. 195, § 14; July 1.

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56-1a351. Interim distributions. Except as provided in K.S.A. 56-1a351 through 56-1a358, and amendments thereto, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the partnership's dissolution and the winding up of the partnership's affairs to the extent and at the times or upon the happening of the events specified in the partnership agreement.

History: L. 1983, ch. 88, § 32; L. 1993, ch. 157, § 2; July 1.

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56-1a352. Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.

History: L. 1983, ch. 88, § 33; July 1.

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56-1a353. Withdrawal of limited partner. (a) (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 or a definite time for the dissolution and winding up of the affairs of the limited partnership, a limited partner may withdraw upon not less than six-months' prior written notice to each general partner at the general partner's address set forth in the certificate of limited partnership filed in the office of the secretary of state.

(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.

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56-1a354. Distribution upon withdrawal. Except as provided in K.S.A. 56-1a351 through 56-1a358, upon withdrawal any withdrawing partner is entitled to receive any distribution to which the partner is entitled under the partnership agreement. If not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the partner's interest in the limited partnership as of the date of withdrawal, based upon the partner's right to share in distributions from the limited partnership.

History: L. 1983, ch. 88, § 35; July 1.

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56-1a355. Distribution in kind. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership.

History: L. 1983, ch. 88, § 36; L. 1993, ch. 157, § 4; July 1.

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56-1a356. Right to distribution. Subject to K.S.A. 56-1a357 and 56-1a454, at the time a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

History: L. 1983, ch. 88, § 37; July 1.

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56-1a357. Limitations on distributions. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

History: L. 1983, ch. 88, § 38; July 1.

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56-1a358. Liability upon return of contribution. (a) If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this act, the partner is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

(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.

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56-1a401. Nature of partnership interest. A partnership interest is personal property.

History: L. 1983, ch. 88, § 40; July 1.

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56-1a402. Assignment of partnership interest. Unless otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction or credit or similar item to which the assignor was entitled, to the extent assigned. A partner ceases to be a partner upon assignment of all the partner's partnership interest.

History: L. 1983, ch. 88, § 41; L. 1988, ch. 195, § 16; July 1.

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56-1a403. Rights of creditors. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This act does not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.

History: L. 1983, ch. 88, § 42; July 1.

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56-1a404. Right of assignee to become limited partner. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

(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.

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56-1a405. Power of estate of deceased or incompetent partner. If a partner who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the partner's person or property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

History: L. 1983, ch. 88, § 44; July 1.

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56-1a451. Dissolution. (a) A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:

(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.

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56-1a452. Judicial dissolution. On application by or for a partner, the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

History: L. 1983, ch. 88, § 46; July 1.

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56-1a453. Winding up. (a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs; but the district court, upon cause shown, may wind up the limited partnership's affairs upon application of any partner or the partner's representative or assignee.

(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.

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56-1a454. Distribution of assets. Upon the winding up of the affairs of a limited partnership, the assets shall be distributed as follows:

(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.

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56-1a501.

History: L. 1983, ch. 88, § 49; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a502.

History: L. 1983, ch. 88, § 50; L. 1987, ch. 208, § 13; L. 1988, ch. 195, § 18; L. 2004, ch. 143, § 98; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a503.

History: L. 1983, ch. 88, § 51; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a504.

History: L. 1983, ch. 88, § 52; L. 2007, ch. 81, § 12; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a505.

History: L. 1983, ch. 88, § 53; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a506.

History: L. 1983, ch. 88, § 54; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a507. Doing business without registration. (a) A foreign limited partnership doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.

(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.

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56-1a508.

History: L. 1983, ch. 88, § 56; Repealed, L. 2015, ch. 65, § 24; July 1.

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56-1a509. Execution and liability. The provisions of subsection (c) of K.S.A. 56-1a154 and 56-1a157 shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.

History: L. 1983, ch. 88, § 57; July 1.

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56-1a510. Service of process. Service of process in any action against any foreign limited partnership, whether or not that limited partnership is qualified to do business in this state, shall be made in the manner prescribed by K.S.A. 60-304 and amendments thereto. Any person who has a cause of action against any foreign limited partnership, whether or not the limited partnership is qualified to do business in this state may file suit against the limited partnership in the district court of a county in which there is proper venue if the cause of action arose in Kansas out of the limited partnership's doing business in Kansas or while the limited partnership was doing business in Kansas.

History: L. 1983, ch. 88, § 58; July 1.

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56-1a511.

History: L. 2004, ch. 143, § 103; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.

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56-1a551. Right of action. A limited partner may bring an action in the right of a limited partnership to recover a judgment in the limited partnership's favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

History: L. 1983, ch. 88, § 59; July 1.