Kentucky Statutes 362.2-807 – Other claims against dissolved limited partnership
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(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 the county in which the dissolved limited partnership’s principal office is located or, if it has none in this Commonwealth, then in the county in which the limited partnership’s registered office is or was last located;
(b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(c) State that a claim against the limited partnership is barred unless a proceeding to enforce the claim is commenced within five (5) years after publication of the notice; and
(d) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any present or dissociated general partner which is based on KRS § 362.2-404.
(3) If a dissolved limited partnership publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within five (5) years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under KRS § 362.2-806;
(b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim not barred under this section may be enforced:
(a) Against the dissolved limited partnership, to the extent of its undistributed assets;
(b) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person‘s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(c) Against any person liable on the claim under KRS § 362.2-404.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 155, effective July 12, 2006.
(2) The notice shall:
Terms Used In Kentucky Statutes 362.2-807
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Principal office: means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this Commonwealth. See Kentucky Statutes 362.2-102
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Kentucky Statutes 362.2-102
- State: means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Kentucky Statutes 362.2-102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Kentucky Statutes 362.2-102
(a) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office is located or, if it has none in this Commonwealth, then in the county in which the limited partnership’s registered office is or was last located;
(b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(c) State that a claim against the limited partnership is barred unless a proceeding to enforce the claim is commenced within five (5) years after publication of the notice; and
(d) Unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any present or dissociated general partner which is based on KRS § 362.2-404.
(3) If a dissolved limited partnership publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited partnership within five (5) years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under KRS § 362.2-806;
(b) A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim not barred under this section may be enforced:
(a) Against the dissolved limited partnership, to the extent of its undistributed assets;
(b) If the assets have been distributed in liquidation, against a partner or transferee to the extent of that person‘s proportionate share of the claim or the limited partnership’s assets distributed to the partner or transferee in liquidation, whichever is less, but a person’s total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(c) Against any person liable on the claim under KRS § 362.2-404.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 155, effective July 12, 2006.