Title XXIX, Commerce and Trade

(1) A limited partnership continues after dissolution only for the purpose of winding up its activities. (2) In winding up its business, the limited partnership: (a) May amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the …

bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution which: (a) Is appropriate for winding up the limited partnership's activities; or (b) Would have bound the limited partnership under KRS 362.2-402 before dissolutio…

general partner to limited partnership, other general partners, and persons dissociated as general partner. (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under KRS 362.2-804(1) by an act that is not appropriate fo…

(1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2) of this section. (2) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice shall: (a) Specify …

(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (2) The notice shall: (a) Be published at least once in a newspaper of general circulation in…

when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under KRS 362.2-806 or 362.2-807, then any corresponding claim under KRS 362.2-404 is also barred.

(1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners t…

(1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs, including the inspection of books, records, and documents, and the liability of its partners as partners. (2) A foreign limited par…

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

(1) Subject to subsection (2) of this section, a partner may maintain a direct action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership's activities, to enforce the rights and otherwise protect the interests …

A partner may bring a derivative action to enforce a right of a limited partnership if the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the a…

(1) A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (a) That was a partner when the conduct giving rise to action occurred; or (b) Whose status as a partner devolved upon the person by operation of law or pursuant …

In a derivative action, the complaint shall state with particularity the date and content of the plaintiff's demand and the general partners' response to the demand.

(1) Except as otherwise provided in subsection (2) of this section: (a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; (b) If the derivative plaintiff re…

As used in KRS 362.2-951 to 362.2-963, unless the context otherwise requires: (1) "Constituent limited partnership" means a constituent organization that is a limited partnership; (2) "Constituent organization" means an organization that is party to a merger; (3) "Converted limit…

(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…