Title XXIX, Commerce and Trade

(1) A limited partnership may be converted to a partnership pursuant to this subsection. (a) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all…

(1) A converted organization that has been converted pursuant to KRS 362.1-901 to 362.1-908 is for all purposes the same entity that existed before the conversion. (2) When a conversion takes place: (a) All property and contract rights owned by, and all rights, privileges, and im…

(1) Pursuant to a plan of merger approved as provided in subsection (3) of this section, a partnership may be merged with one (1) or more partnerships or limited partnerships. (2) The plan of merger shall set forth: (a) The name of each partnership or limited partnership that is …

(1) When a merger takes effect: (a) The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (b) All property owned by each of the merged partnerships or limited partnerships vests in the surviving …

(1) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity. (2) A statement of merger shall contain: (a) The name of each partnership or limited partners…

KRS 362.1-901 to 362.1-908 are not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

(1) A partnership may become a limited liability partnership pursuant to this section. (2) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a p…

distribution. (1) A limited liability partnership shall not make a distribution to the extent that at the time of and after giving effect to the distribution, all liabilities of the limited liability partnership exceed the fair value of the assets of the limited liability partner…

(1) Before transacting business in this Commonwealth, a foreign limited liability partnership shall file a statement of foreign qualification. The statement shall contain: (a) The name of the foreign limited liability partnership which satisfies the requirements of KRS 14A.3-010;…

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

This subchapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this subchapter among the states enacting it.

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

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 t…

(1) This subchapter governs only a partnership: (a) Formed on or after July 12, 2006, except a partnership that is continuing the business of a dissolved partnership under KRS 362.350; and (b) Formed prior to July 12, 2006, that elects, as provided by subsection (2) of this secti…

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

KRS 362.150 to 362.360 may be cited as Uniform Partnership Act.

In KRS 362.150 to 362.360: (1) "Court" includes every court and judge having jurisdiction in the case. (2) "Business" includes every trade, occupation, or profession. (3) "Person" includes individuals, partnerships, corporations, and other associations. (4) "Bankrupt" includes ba…

(1) A person has "knowledge" of a fact within the meaning of KRS 362.150 to 362.360 not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. (2) A person has "notice" of a fact within the meaning of…

(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to KRS 362.150 to 362.360. (2) The law of estoppel shall apply under KRS 362.150 to 362.360. (3) The law of agency shall apply under KRS 362.150 to 362.360. (4) KRS 3…

In any case not provided for in KRS 362.150 to 362.360 the rules of law and equity, including the law merchant, shall govern.

(1) A partnership is an association of two (2) or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this Commonwealth, a registered limited liability partnership. (2) But any association formed under any other statute of thi…

In determining whether a partnership exists, these rules shall apply: (1) Except as provided by KRS 362.225 persons who are not partners as to each other are not partners as to third persons. (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common …

(1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property. (2) Unless the contrary intention appears, property acquired with partnership funds is partnership property. (…

(1) Subject to the limitations set forth in KRS 362.220(2), every partner shall be an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual…

(1) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of KRS 36…

As used in this subchapter, unless the context otherwise requires: (1) "Certificate of limited partnership" means the certificate required by KRS 362.2- 201 or filed under KRS 362.415 and includes the certificate as amended or restated; (2) "Contribution" means any benefit provid…

(1) A person knows a fact if the person has actual knowledge of it. (2) Except as otherwise provided in subsections (3) and (4) of this section, a person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; or (c) Has reason to know it exist…

(1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (2) A limited partnership may be organized under this …

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by an actual or threate…

(1) The law of this Commonwealth governs relations among the partners of a limited partnership, and between the partners and the limited partnership, and the liability of partners as partners for an obligation of a limited partnership. (2) A limited partnership governed by this s…

(1) Unless displaced by particular provisions of this subchapter, the principles of law and equity supplement this subchapter. (2) If an obligation to pay interest arises under this subchapter and the rate is not specified, then the rate is that specified in KRS 360.010. (3) Subj…

The name of a limited partnership shall satisfy the requirements of KRS 14A.3-010.

(1) Except as otherwise provided in subsection (2) of this section, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this subchapter governs relations a…

A limited partnership shall maintain at its designated office the following information: (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partner…

A partner may lend money to, borrow money from, act as a surety, guarantor, or endorser for, guarantee or assume one (1) or more specific obligations of, provide collateral for, and transact other business with the limited partnership and, subject to other law, has the same right…

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this subchapter and the partnership agreement in each of those capacities. When the person acts as a gener…

(1) Each limited partnership shall designate and continuously maintain in this Commonwealth: (a) A designated office, which need not be a place of its activity in this Commonwealth; and (b) A registered office and agent for service of process at that office that comply with KRS 1…

(1) In order to change its designated office, a limited partnership or a foreign limited partnership shall comply with KRS 14A.5-010. (2) A limited partnership or foreign limited partnership may change its registered office or registered agent as provided in KRS 14A.4-020.

Action requiring the consent of partners under this subchapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact.

Each document delivered by a domestic or foreign limited partnership to the Secretary of State for filing shall satisfy the requirements of KRS 14A.2-010 to 14A.2-150.

The Secretary of State shall collect the following fees when the following records in this section are delivered for filing: (1) Certificate of limited partnership .......................................................................$40.00 (2) Amendment of certificate of limite…

(1) In order to form a limited partnership, a certificate of limited partnership shall be delivered to the Secretary of State for filing. The certificate shall state: (a) The name of the limited partnership, which shall comply with KRS 14A.3- 010; (b) The street address of the in…

(1) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the Secretary of State for filing an amendment that satisfies KRS 14A.2- 010 to 14A.2-150 or, pursuant to KRS 362.2-951 to 362.2-963, articles of merger, stating: (a) The name of …

A dissolved limited partnership that has completed winding up shall deliver to the Secretary of State for filing a statement of cancellation that states: (1) The name of the limited partnership; (2) The date of filing of its initial certificate of limited partnership; and (3) Any…

(1) Each record delivered to the Secretary of State for filing pursuant to this subchapter shall be signed in the following manner: (a) An initial certificate of limited partnership shall be signed by all general partners listed in the certificate. (b) An amendment adding or dele…

(1) If a person required by this subchapter to sign a record or deliver a record to the Secretary of State for filing fails or refuses to do so, then any other person that is aggrieved by the failure or refusal may petition the Circuit Court in which the limited partnership maint…