Title XXIX, Commerce and Trade

(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…

(1) Except as otherwise provided in subsection (2) of this section and KRS 362.1-306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under KRS 362.1-804. (2) A partner who, with knowledge of the dissolutio…

(1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any …

As used in KRS 362.1-901 to 362.1-908: (1) "Converted organization" means the entity resulting from a conversion; (2) "Converting organization" means the entity undertaking a conversion; (3) "General partner" means a partner in a partnership and a general partner in a limited par…

(1) A partnership may be converted to a limited partnership pursuant to this section. (2) The terms and conditions of a conversion of a partnership to a limited partnership shall be approved by all of the partners or by a number or percentage specified for conversion in the partn…

(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…