Title XXIX, Commerce and Trade

(1) A statement may be filed in the office of Secretary of State. A statement shall satisfy the requirements of KRS 14A.2-010 to 14A.2-150. A filed statement has the effect provided in this subchapter with respect to partnership property located in or transactions that occur in t…

(1) Except as otherwise provided in subsection (2) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (2) The law of this Commonwealth governs relati…

A partnership governed by this subchapter is subject to any amendment to or repeal of this subchapter.

A statement delivered to the Secretary of State for filing, whether submitted by a partnership, a foreign partnership, or otherwise, shall satisfy the requirements of KRS 14A.2-010 to 14A.2-150.

The Secretary of State shall collect the following fees when the statements described in this section are delivered for filing: (1) Statement of Partnership Authority ........................................................ $40.00 (2) Statement of Denial .........................…

A statement filed by or with respect to a partnership shall be effective as provided in KRS 14A.2-070.

The name of a partnership as set forth on a statement of qualification or statement of foreign qualification shall satisfy the requirements of KRS 14A.3-010.

Each limited liability partnership and each foreign limited liability partnership authorized to transact business in the Commonwealth shall continuously maintain in this Commonwealth a registered office and a registered agent that comply with KRS 14A.4- 010.

An agent named pursuant to KRS 362.1-303(1)(a)3. is not a registered agent for the partnership, and service of process is not accomplished against that agent.

Each limited liability partnership and each foreign limited liability partnership authorized to transact business in this Commonwealth shall deliver to the Secretary of State for filing an annual report in the office of the Secretary of State on such form as shall be prescribed b…

partnership authority. (1) The Secretary of State may commence a proceeding to administratively dissolve a statement of qualification if: (a) The limited liability partnership does not deliver its annual report with the Secretary of State on or before the due date; (b) The limite…

(1) A partnership is an entity distinct from its partners. (2) A limited liability partnership is a partnership and continues to be the same entity that existed before the filing of a statement of qualification under KRS 362.1-931.

(1) Except as otherwise provided in subsection (2) of this section, the association of two (2) or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (2) An association formed under a statute ot…

Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.

(1) Property is partnership property if acquired in the name of: (a) The partnership; or (b) One (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an …

Subject to the effect of a statement of partnership authority under KRS 362.1-303: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in…

(1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under KRS 362.1- 303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the pa…

(1) A partnership may file a statement of partnership authority, which: (a) Shall include: 1. The name of the partnership, which shall comply with KRS 14A.3-010; 2. The street address of its chief executive office and of one (1) office in this Commonwealth, if any; 3. The names a…

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to KRS 362.1-303(2) may file a statement of denial stating the name of the partnership, the date of filing of the statement of partnership autho…

(1) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership. (2…

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

(1) A partnership may sue and be sued in the name of the partnership. (2) An action may be brought against the partnership and, to the extent not inconsistent with KRS 362.1-306, any or all of the partners in the same action or in separate actions. (3) A judgment against a partne…

(1) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner in a partnership or with one (1) or more persons not partners, then the purported partner is liable to a person to whom the representation is made, if that pers…

(1) Each partner is deemed to have an account that is: (a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (b)…

(1) A partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution in kind from a partnership. A partner shall not be compelled to accept a distribution of any asset in kind from a partnership to the extent that the percenta…

(1) A partnership shall keep its books and records, if any, at its chief executive office. (2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and …

(1) The fiduciary duties a partner owes to the partnership and the other partners include the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section. (2) A partner's duty of loyalty to the partnership and the other partners includes, but is not …

(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership causing harm to the partnership. (2) A partner may maintain an action against the partnership or another partner for legal or eq…

undertaking. (1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, then the rights and duties of the partners remain the same as they were at the expiration…

Partnership property is owned by the partnership as an entity. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and 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 partnership: (a) Is permissible; (b) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (c) Does not, as against the other partners o…

(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…

A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) When the partnership has notice of the partner's express will to withdraw as a partner unless a later date is specified by the partner in the notice; (2) An event agreed to in the …

(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to KRS 362.1-601(1). (2) A partner's dissociation is wrongful only if any of the following apply: (a) It is in breach of an express provision of the partnership agreement; or…

(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, then KRS 362.1-801 to 362.1-807 apply; otherwise, KRS 362.1-701 to 362.1-705 apply. (2) Upon a partner's dissociation, the dissociating partner's: (a) Right to participate in the …

(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under KRS 362.1-801, then the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determin…

(1) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under KRS 362.1-901 to 362.1-908, is bound by an act of the dissociated partner which would have bou…

(1) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2…

(1) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (2) A statement of dissociation is a limitation on the authority of a dissociated partner for the purpos…

Continued use of a partnership name, or a dissociated partner's name as part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under KRS 362.1-601(2) to (10), of that p…

(1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (2) At any time after the dissolution of a partnership and bef…

(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the Circuit Court for the county in which the registered office is locat…

Subject to KRS 362.1-805, a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under KRS 362.1-301 before dissolution, if the other party to the transaction did not ha…

(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership, that the partnership has dissolved and is winding up its business, and the date of dissolution. (2) A statement of dissolution cancels a fi…