Kentucky Statutes 362.2-962 – Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
Current as of: 2024 | Check for updates
|
Other versions
(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 merger becomes effective if:
(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under KRS § 362.2-402; and
(b) At the time the third party enters into the transaction, the third party:
1. Does not have notice of the conversion or merger; and
2. Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(2) An act of a person who before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under KRS § 362.2-402 if the person had been a general partner; and
(b) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:
1. Does not have notice of the dissociation;
2. Does not have notice of the conversion or merger; and
3. Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or (2) of this section, then the person is liable:
(a) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(b) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from that liability.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 187, effective July 12, 2006.
Formerly codified as KRS § 362.2-1112.
(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under KRS § 362.2-402; and
Terms Used In Kentucky Statutes 362.2-962
- General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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
(b) At the time the third party enters into the transaction, the third party:
1. Does not have notice of the conversion or merger; and
2. Reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(2) An act of a person who before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective if:
(a) Before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under KRS § 362.2-402 if the person had been a general partner; and
(b) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:
1. Does not have notice of the dissociation;
2. Does not have notice of the conversion or merger; and
3. Reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(3) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (1) or (2) of this section, then the person is liable:
(a) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(b) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from that liability.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 187, effective July 12, 2006.
Formerly codified as KRS § 362.2-1112.