Kentucky Statutes 362.2-804 – Power of general partner and person dissociated as general partner to bind partnership after dissolution
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(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 dissolution if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(a) At the time the other party enters into the transaction:
1. Less than two (2) years has passed since the dissociation; and
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(b) The act:
1. Is appropriate for winding up the limited partnership’s activities; or
2. Would have bound the limited partnership under KRS § 362.2-402 before dissolution and, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 152, effective July 12, 2006.
(b) Would have bound the limited partnership under KRS § 362.2-402 before dissolution if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
Terms Used In Kentucky Statutes 362.2-804
- General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - Partner: means a limited partner or general partner. See Kentucky Statutes 362.2-102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Kentucky Statutes 362.2-102
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(a) At the time the other party enters into the transaction:
1. Less than two (2) years has passed since the dissociation; and
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(b) The act:
1. Is appropriate for winding up the limited partnership’s activities; or
2. Would have bound the limited partnership under KRS § 362.2-402 before dissolution and, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 152, effective July 12, 2006.