Kentucky Statutes 362.2-960 – Restrictions on approval of conversions and mergers and on relinquishing LLLP status
Current as of: 2024 | Check for updates
|
Other versions
(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 that partner, unless:
(a) The limited partnership‘s partnership agreement provides for the approval of the conversion or merger with the consent of less than all the partners; and
(b) That partner has consented to that provision of the partnership agreement.
(2) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(a) The limited partnership’s partnership agreement provides for that amendment with the consent of less than all the general partners; and
(b) Each general partner that does not consent to the amendment has consented to that provision of the partnership agreement.
(3) A partner does not give the consent required by subsection (1) or (2) of this section merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of less than all the partners.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 185, effective July 12, 2006.
Formerly codified as KRS § 362.2-1110.
(a) The limited partnership‘s partnership agreement provides for the approval of the conversion or merger with the consent of less than all the partners; and
Terms Used In Kentucky Statutes 362.2-960
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Certificate of limited partnership: means the certificate required by KRS §. See Kentucky Statutes 362.2-102
- 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
- Partnership agreement: means the partners' agreement, oral, implied, in record form, or in any combination, concerning the limited partnership. See Kentucky Statutes 362.2-102
(b) That partner has consented to that provision of the partnership agreement.
(2) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(a) The limited partnership’s partnership agreement provides for that amendment with the consent of less than all the general partners; and
(b) Each general partner that does not consent to the amendment has consented to that provision of the partnership agreement.
(3) A partner does not give the consent required by subsection (1) or (2) of this section merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of less than all the partners.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 185, effective July 12, 2006.
Formerly codified as KRS § 362.2-1110.