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Kentucky Statutes, Title XXIX

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Kentucky/Statutes

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Title XXIX, Commerce and Trade

15 chapters · 1,472 sections in this title.

All chapters in Title XXIX1,472 Ch 355, UNIFORM COMMERCIAL CODE644 Ch 367, CONSUMER PROTECTION311 Ch 362, PARTNERSHIPS268 Ch 365, TRADE PRACTICES139 Ch 363, WEIGHTS, MEASURES, AND MILLERS' TOLLS49 Ch 369, INFORMATION TECHNOLOGY24 Ch 360, INTEREST AND USURY14 Ch 364, DRIFTS, LOGS, AND TIMBER14 Ch 359, SELF-SERVICE STORAGE FACILITIES7 Ch 366, SALE OF CHECKS LAW1 Ch 368, CHECK CASHING1

1,472 sections·Filtered byTitle XXIX✕

KRS § 362.2-108 Name of limited partnership
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The name of a limited partnership shall satisfy the requirements of KRS 14A.3-010.
KRS § 362.2-110 Effect of partnership agreement -- Nonwaivable provisions
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(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…
KRS § 362.2-111 Required information
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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…
KRS § 362.2-112 Business transactions of partner with partnership
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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…

Showing 751–800 of 1,472

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KRS § 362.2-113 Dual capacity

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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…

KRS § 362.2-114 Office and agent for service of process

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(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…

KRS § 362.2-115 Change of designated office or agent for service of process

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(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.

KRS § 362.2-118 Consent and proxies of partners

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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.

KRS § 362.2-121 Requirements for documents to be filed with the Secretary of State

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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.

KRS § 362.2-122 Fees for filing documents with Secretary of State

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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…

KRS § 362.2-201 Formation of limited partnership -- Certificate of limited partnership

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(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…

KRS § 362.2-202 Amendment or restatement of certificate

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(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 …

KRS § 362.2-203 Statement of cancellation

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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…

KRS § 362.2-204 Signing of records

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(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…

KRS § 362.2-205 Signing and filing by judicial act

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(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…

KRS § 362.2-206 Delivery to and filing of records by the Secretary of State

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(1) Unless the Secretary of State determines that a record fails to comply with the filing requirements of this subchapter, and if all filing fees have been paid, then the Secretary of State shall file the record and: (a) For a statement of dissociation, send: 1. A copy of the fi…

KRS § 362.2-208 Liability for false information in record

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(1) If a record delivered to the Secretary of State for filing under this subchapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (a) A person that signed the recor…

KRS § 362.2-210 Annual report for Secretary of State

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A limited partnership subject to this subchapter or a foreign limited partnership authorized to transact business in this Commonwealth shall deliver to the Secretary of State for filing an annual report as provided in KRS 14A.6-010.

KRS § 362.2-301 Admission of limited partner

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A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a merger or conversion under KRS 362.2-951 to 362.2-963; or (3) With the consent of all the partners.

KRS § 362.2-302 No right or power as limited partner to bind limited partnership

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

KRS § 362.2-303 No liability as limited partner for limited partnership

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(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…

KRS § 362.2-304 Right to information of limited partner and former limited partner

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(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…

KRS § 362.2-305 Limited duties of limited partners

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(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…

KRS § 362.2-306 Person erroneously believing self limited partner

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(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 …

KRS § 362.2-401 Admission of general partner

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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…

KRS § 362.2-402 General partner agent of limited partnership

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(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 …

KRS § 362.2-403 Limited partnership liable for general partner's actionable conduct

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(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…

KRS § 362.2-404 General partner's liability

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(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…

KRS § 362.2-405 Actions by and against partnership and partners

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(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…

KRS § 362.2-406 Management rights of general partner

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(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,…

KRS § 362.2-407 Right to information of general partner and former general partner

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(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…

KRS § 362.2-408 General standards of general partner's conduct

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(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…

KRS § 362.2-501 Form of contribution

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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.

KRS § 362.2-502 Liability for contribution

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(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 …

KRS § 362.2-503 Sharing of distributions

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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.

KRS § 362.2-504 Interim distributions

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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.

KRS § 362.2-505 No distribution on account of dissociation

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

KRS § 362.2-506 Distribution in kind

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(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 …

KRS § 362.2-507 Right to distribution

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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 …

KRS § 362.2-508 Limitations on distribution

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(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 …

KRS § 362.2-509 Liability for improper distributions

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(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…

KRS § 362.2-601 Dissociation as limited partner

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(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…

KRS § 362.2-602 Effect of dissociation as limited partner

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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…

KRS § 362.2-603 Dissociation as general partner

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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…

KRS § 362.2-604 Person's power to dissociate as general partner -- Wrongful dissociation

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(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 …

KRS § 362.2-605 Effect of dissociation as general partner

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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) …

KRS § 362.2-606 Power to bind and liability to partnership before dissolution of person dissociated as general partner

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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 …

KRS § 362.2-607 Liability to other persons of person dissociated as general partner

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(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…

KRS § 362.2-701 Partner's transferable interest

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

KRS § 362.2-702 Transfer of partner's transferable interest

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(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 …