Title XXIX, Commerce and Trade

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.

(1) An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of any limited partner. A limited partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment, or otherwise, for an…

(1) On ten (10) days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy during regular business hours in the limited partnership's designated office the information required by KRS 362.2-111. A limited partner making demand pursu…

(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (2) A limited partner shall discharge the duties to the partnership and the other partners under this subchapter or under the par…

(1) Except as otherwise provided in subsection (2) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations …

A person becomes a general partner: (1) As provided in the partnership agreement; (2) Under KRS 362.2-801(3)(b) following the dissociation of a limited partnership's last general partner; (3) As the result of a conversion or merger under KRS 362.2-951 to 362.2-963; or (4) With th…

(1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or …

(1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with author…

(1) Except as otherwise provided in subsections (2) and (3) of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (2) A person admitted as a general partner…

(1) To the extent not inconsistent with KRS 362.2-404, any of the general partners may be joined in an action against the limited partnership or named in separate actions. (2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgme…

(1) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this subchapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or,…

(1) Without having to demonstrate, state, or have any particular purpose for seeking the information, a general partner may during regular business hours inspect and copy: (a) In the limited partnership's designated office, the required information; and (b) At a reasonable locati…

(1) The fiduciary duties that a general partner has to the limited partnership and the other partners include the duties of loyalty and care under subsections (2) and (3) of this section. (2) A general partner's duty of loyalty to the limited partnership and the other partners in…

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.

(1) A partner's obligation to contribute money, property, or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (2) If a partner does not make a promised contribution of …

A distribution by a limited partnership shall be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution.

A person does not have a right to receive a distribution on account of dissociation.

(1) A partner, regardless of the nature of the partner's contribution, has no right to demand or receive any distribution from a limited partnership in any form other than cash. A limited partnership may distribute an asset in kind only to the extent that each partner receives a …

When 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. However, the limited partnership's obligation to make a distribution is …

(1) A limited partnership shall not make a distribution in violation of the partnership agreement. (2) A limited partnership shall not make a distribution if after the distribution: (a) The limited partnership would not be able to pay its debts as they become due in the ordinary …

(1) A general partner that consents to a distribution made in violation of KRS 362.2- 508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that i…

(1) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (a) The limited partnership's h…

Upon a person's dissociation as a limited partner: (1) Subject to KRS 362.2-704, the person does not have further rights as a limited partner; (2) The person's obligation of good faith and fair dealing as a limited partner under KRS 362.2-305(2) continues only as to matters arisi…

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) The limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; (2) An…

(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to KRS 362.2-603(1). (2) A person's dissociation as a general partner is wrongful only if: (a) It is in breach of an express provision of the partnership …

Upon a person's dissociation as a general partner: (1) The person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (2) The person's duty of loyalty as a general partner under KRS 362.2-408(2)(c) terminates; (3) …

dissociated as general partner. (1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under KRS 362.2-951 to 362.2-963, or merged out of existence under KRS 362.2-951 to 362.2-963, the limited partnership is bound by an …

(1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a limited partnership's obligation incurred before dissociation. Except as otherwise provided in subsections (2) and (3) of this section, the person is no…

The only transferable interest of a partner is the partner's right to receive distributions. The interest is personal property.

(1) A transfer, in whole or in part, of a partner's transferable interest in the limited partnership: (a) Is permissible; (b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and (c) Does not, as against …

(1) This section provides the exclusive remedy by which the judgment creditor of a partner or the transferee of a partner may satisfy a judgment out of the judgment debtor's transferable interest. (2) On application to a court of competent jurisdiction by any judgment creditor of…

If a partner dies, then the deceased partner's executor, administrator, or other legal representative may exercise the rights of a transferee as provided in KRS 362.2-702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under KRS …

Except as otherwise provided in KRS 362.2-802, a limited partnership is dissolved, and its activities shall be wound up, only upon the occurrence of any of the following: (1) The happening of an event specified in the partnership agreement; (2) The consent of all general partners…

(1) On application by a partner, the Circuit Court of the county in which the limited partnership maintains its registered agent may decree dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity…

(1) A limited partnership continues after dissolution only for the purpose of winding up its activities. (2) In winding up its business, the limited partnership: (a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the …

bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution which: (a) Is appropriate for winding up the limited partnership's activities; or (b) Would have bound the limited partnership under KRS 362.2-402 before dissolutio…

general partner to limited partnership, other general partners, and persons dissociated as general partner. (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under KRS 362.2-804(1) by an act that is not appropriate fo…

(1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2) of this section. (2) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice shall: (a) Specify …

(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (2) The notice shall: (a) Be published at least once in a newspaper of general circulation in…

when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under KRS 362.2-806 or 362.2-807, then any corresponding claim under KRS 362.2-404 is also barred.

(1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners t…

(1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs, including the inspection of books, records, and documents, and the liability of its partners as partners. (2) A foreign limited par…

The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this Commonwealth in violation of this subchapter.

(1) Subject to subsection (2) of this section, a partner may maintain a direct action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership's activities, to enforce the rights and otherwise protect the interests …

A partner may bring a derivative action to enforce a right of a limited partnership if the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the a…