Skip to main content
Find a Lawyer

Missouri Revised Statutes Title XXIII. Corporations, Associations and Partnerships § 358.400. Rules for distribution

Current as of January 01, 2023 | Updated by FindLaw Staff

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

(1) The assets of the partnership are:

(a) The partnership property; and

(b) The contributions of the partners specified in subdivision (4) of this section.

(2) The liabilities of the partnership shall rank in order of payment, as follows:

(a) Those owing to creditors other than partners;

(b) Those owing to partners other than for capital and profits;

(c) Those owing to partners in respect of capital;

(d) Those owing to partners in respect of profits.

(3) The assets shall be applied in the order of their declaration in subdivision (1) of this section to the satisfaction of the liabilities.

(4) Except as provided in subsection 2 of section 358.150:

(a) The partners shall contribute as provided by subdivision (1) of section 358.180 the amount necessary to satisfy the liabilities; and

(b) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

(5) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in subdivision (4) of this section.

(6) Any partner or the partner's legal representative shall have the right to enforce the contributions specified in subdivision (4) of this section, to the extent of the amount which the partner has paid in excess of the partner's share of the liability.

(7) The individual property of a deceased partner shall be liable for the contributions specified in subdivision (4) of this section.

(8) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.

(9) Where a partner has become bankrupt or the partner's estate is insolvent the claims against the partner's separate property shall rank in the following order:

(a) Those owing to separate creditors;

(b) Those owing to partnership creditors;

(c) Those owing to partners by way of contribution.

Back to chapter list
Previous part of code Next part of code
Back to chapter list

Cite this article: FindLaw.com - Missouri Revised Statutes Title XXIII. Corporations, Associations and Partnerships § 358.400. Rules for distribution - last updated January 01, 2023 | https://codes.findlaw.com/mo/title-xxiii-corporations-associations-and-partnerships/mo-rev-st-358-400/

Read this complete Missouri Revised Statutes Title XXIII. Corporations, Associations and Partnerships § 358.400. Rules for distribution on Westlaw. Westlaw subscription required.

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

Was this helpful?

Search all Missouri Codes

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About the Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to find an attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard