Kentucky Statutes 362.2-975 – Effective date
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(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 partnership agreement or by law for amending the partnership agreement, to be subject to this subchapter. The filing of an amended or an amended and restated certificate of limited partnership electing limited liability limited partnership status shall constitute an election to be governed by KRS § 362.2-102 to KRS § 362.2-977.
(2) With respect to a limited partnership formed before July 12, 2006, that elects to be governed by KRS § 362.2-102 to KRS § 362.2-977, the following rules apply, except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(a) KRS § 362.2-104(3) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 12, 2006;
(b) KRS § 362.2-601 and KRS § 362.2-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 12, 2006;
(c) KRS § 362.2-603(4) does not apply;
(d) KRS § 362.2-603(4) does not apply and a court has the same power to expel a general partner as the court had before July 12, 2006; and
(e) KRS § 362.2-801(3) does not apply and the connection between a general partner‘s dissociation and the dissolution of the limited partnership is the same as existed before July 12, 2006.
(3) With respect to a limited partnership that elects, pursuant to subsection (1)(b) of this section, to be subject to this subchapter, after the election takes effect, the provisions of this subchapter relating to the liability of the limited partnership’s general partners to third parties apply:
(a) Before January 1, 2009, to:
1. A third party that had not done business with the limited partnership in the year before the election took effect; and
2. A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(b) On or after January 1, 2009, to all third parties.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 193, effective July 12, 2006.
Formerly codified as KRS § 362.2-1205.
(a) A limited partnership formed on or after July 12, 2006; and
Terms Used In Kentucky Statutes 362.2-975
- General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - Limited 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
- Year: means calendar year. See Kentucky Statutes 446.010
(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 partnership agreement or by law for amending the partnership agreement, to be subject to this subchapter. The filing of an amended or an amended and restated certificate of limited partnership electing limited liability limited partnership status shall constitute an election to be governed by KRS § 362.2-102 to KRS § 362.2-977.
(2) With respect to a limited partnership formed before July 12, 2006, that elects to be governed by KRS § 362.2-102 to KRS § 362.2-977, the following rules apply, except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(a) KRS § 362.2-104(3) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 12, 2006;
(b) KRS § 362.2-601 and KRS § 362.2-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 12, 2006;
(c) KRS § 362.2-603(4) does not apply;
(d) KRS § 362.2-603(4) does not apply and a court has the same power to expel a general partner as the court had before July 12, 2006; and
(e) KRS § 362.2-801(3) does not apply and the connection between a general partner‘s dissociation and the dissolution of the limited partnership is the same as existed before July 12, 2006.
(3) With respect to a limited partnership that elects, pursuant to subsection (1)(b) of this section, to be subject to this subchapter, after the election takes effect, the provisions of this subchapter relating to the liability of the limited partnership’s general partners to third parties apply:
(a) Before January 1, 2009, to:
1. A third party that had not done business with the limited partnership in the year before the election took effect; and
2. A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(b) On or after January 1, 2009, to all third parties.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 193, effective July 12, 2006.
Formerly codified as KRS § 362.2-1205.