Kentucky Statutes 275.372 – Conversion of limited liability company into limited partnership
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(1) A limited liability company may convert into a limited partnership as provided in
KRS § 362.2-952(4).
(2) A limited liability company may convert into a limited liability partnership as provided in KRS § 362.1-903.
(3) A limited liability company may convert into a limited liability partnership as provided in KRS § 362.1-903.
(4) The terms and conditions of the conversion of a limited liability company shall be approved by all of the members notwithstanding any provision to the contrary in the operating agreement.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 114, effective July 12, 2012. — Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 18, effective July 15, 2010. — Amended
2007 Ky. Acts ch. 137, sec. 18, effective June 26, 2007. — Created 2006 Ky. Acts ch.
149, sec. 196, effective July 12, 2006.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, “The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section.”
Legislative Research Commission Note (6/26/2007). Ky. Acts ch. 137, sec. 18, provided for the creation of a new section of KRS Chapter 386 to read as this section did when it took effect on June 26, 2007. Since the text of KRS § 275.372 was almost identical to the text of subsection (1) of the new language of sec. 18, under the authority of KRS § 7.136(1)(a), the Reviser of Statutes in codification has amended KRS § 275.372 to conform and add subsection (2) to this section rather than creating a new section of KRS Chapter 386.
KRS § 362.2-952(4).
Terms Used In Kentucky Statutes 275.372
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- members: means a person or persons who have been admitted to membership in a limited liability company as provided in KRS §. See Kentucky Statutes 275.015
- Operating agreement: means any agreement, written or oral, among all of the members, as to the conduct of the business and affairs of a limited liability company. See Kentucky Statutes 275.015
- 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
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
(2) A limited liability company may convert into a limited liability partnership as provided in KRS § 362.1-903.
(3) A limited liability company may convert into a limited liability partnership as provided in KRS § 362.1-903.
(4) The terms and conditions of the conversion of a limited liability company shall be approved by all of the members notwithstanding any provision to the contrary in the operating agreement.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 114, effective July 12, 2012. — Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 18, effective July 15, 2010. — Amended
2007 Ky. Acts ch. 137, sec. 18, effective June 26, 2007. — Created 2006 Ky. Acts ch.
149, sec. 196, effective July 12, 2006.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, “The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section.”
Legislative Research Commission Note (6/26/2007). Ky. Acts ch. 137, sec. 18, provided for the creation of a new section of KRS Chapter 386 to read as this section did when it took effect on June 26, 2007. Since the text of KRS § 275.372 was almost identical to the text of subsection (1) of the new language of sec. 18, under the authority of KRS § 7.136(1)(a), the Reviser of Statutes in codification has amended KRS § 275.372 to conform and add subsection (2) to this section rather than creating a new section of KRS Chapter 386.