Title XXIX, Commerce and Trade

(1) Subject to KRS 362.2-960, a partnership may be converted to a limited partnership as provided in KRS 362.1-902. (2) Subject to KRS 362.2-960, a limited partnership may be converted to a partnership as provided in KRS 362.1-903. (3) Subject to KRS 362.2-960, a limited partners…

(1) Subject to KRS 362.2-960, a plan of conversion shall be approved by all the partners of a converting limited partnership. (2) Subject to KRS 362.2-960 and any contractual rights, after a conversion is approved, and at any time before a filing is made under KRS 362.2-954, a co…

(1) After a plan of conversion of a limited liability company into a limited partnership is approved, a converting limited liability company shall deliver to the Secretary of State for filing a certificate of limited partnership which satisfies the requirements of KRS 362.2-201 a…

(1) An organization that has been converted pursuant to KRS 362.2-951 to 362.2-963 is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) All property and contract rights owned by, and all rights, privileges, and immunities…

(1) One (1) or more domestic limited partnerships may merge pursuant to a written plan of merger described in subsection (2) of this section with one (1) or more domestic or foreign partnerships, limited partnerships, limited liability companies, or corporations if: (a) The merge…

(1) Each domestic limited partnership that is to be a party to a proposed merger shall approve the proposed merger, unless the partnership agreement of that limited partnership provides otherwise, by the unanimous vote of the partners of the partnership. (2) A plan of merger may …

(1) After a plan of merger is approved by each domestic or foreign partnership, limited partnership, limited liability company, or corporation that is a party to the merger, the surviving domestic or foreign partnership, limited partnership, limited liability company, or corporat…

When a merger takes effect: (1) The separate existence of every domestic limited partnership that is a party to the merger except the surviving domestic limited partnership, if any, shall cease; (2) The title to all real estate and other property owned by each domestic limited pa…

relinquishing LLLP status. (1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, then approval and amendment of a plan of conversion or merger are ineffective without the consent of …

(1) A conversion or merger under KRS 362.2-951 to 362.2-963 does not discharge any liability under KRS 362.2-404 and 362.2-607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (a) The provisio…

bind organization after conversion or merger. (1) An act of a person who immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merge…

KRS 362.2-951 to 362.2-963 do not preclude an entity from being converted or merged under other law.

In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

If any provision of this subchapter or its application to any person or circumstance is held invalid, then the invalidity shall not affect other provisions or applications of this subchapter which can be given effect without the invalid provision or application, and, to this end,…

The provisions of this subchapter governing the legal effect, validity, or enforceability of electronic records or signatures, and of contracts formed or performed with the use of such records or signatures, conform to the requirements of Section 102 of the Electronic Signatures …

(1) A limited partnership formed under any statute of this Commonwealth prior to July 15, 1988, until or unless it becomes a limited partnership under this subchapter, shall continue to be governed by the provisions of the statute under which it was formed. (2) A limited partners…

(1) This subchapter governs only: (a) A limited partnership formed on or after July 12, 2006; and (b) Except as otherwise provided in subsection (2)(c) and (d) of this section, a limited partnership formed before July 12, 2006, which elects, in the manner provided in its partners…

This subchapter does not affect an action or proceeding commenced or right accrued before this subchapter takes effect.

This subchapter may be cited as the Kentucky Uniform Limited Partnership Act (2006).

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it…

When, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partners…

The partnership is bound to make good the loss: (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) Where the partnership in the course of its business receives money or property of a thir…

(1) Except as provided in subsection (2) of this section, all partners shall be liable: (a) Jointly and severally for everything chargeable to the partnership under KRS 362.210 and 362.215; and (b) Jointly for all other debts and obligations of the partnership; but any partner ma…

(1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation…

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that the liability shall be satisfied only out of partnership …

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and shar…

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

Partners shall render on demand true and full information on all things affecting the partnership to any partner or to the legal representative of any deceased partner or partner under legal disability.

(1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him …

Any partner shall have the right to a formal account as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property by his co-partners; (2) If the right exists under the terms of any agreement; (3) As provided by KRS 362.25…

(1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consiste…

The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management.

(1) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (2) The incidents of this tenancy are such that: (a) A partner, subject to the provisions of KRS 362.150 to 362.360 and to any agreement between the partners, has an e…

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.

(1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or adminis…

(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 a judgment creditor of a…

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

Dissolution is caused: (1) Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement, (b) By the express will of any partner when no definite term or particular undertaking is specifie…

(1) On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been adjudged mentally disabled by a court of competent jurisdiction in any judicial proceeding or is shown to be of unsound mind, (b) A partner becomes in any other way incapa…

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership, (1) With respect to the partners, (a) When the dissolution is not by the act, …

Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his co-partners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless: (1) The dissolution being …

(1) After dissolution a partner can bind the partnership except as provided in subsection (3): (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (b) By any transaction which would bind the partnership if dissolutio…

(1) The dissolution of the partnership shall not of itself discharge the existing liability of any partner. (2) A partner shall be discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor, …

Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his a…

(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against his co-partners and all persons claiming through them in respect of their interest in the partnership, unless otherwise agreed, may have the partnership proper…