Kentucky Statutes 362.1-105 – Execution, filing, and recording of statements
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(1) A statement may be filed in the office of Secretary of State. A statement shall satisfy the requirements of KRS § 14A.2-010 to KRS § 14A.2-150. A filed statement has the effect provided in this subchapter with respect to partnership property located in or transactions that occur in this Commonwealth.
(2) A certified copy of a statement that has been filed in the office of the Secretary of State may be filed with and recorded by any county clerk to which the statement is presented for filing and recording.
(3) A statement filed by a partnership shall be executed by at least two (2) partners.
Other statements shall be executed by a partner or other person authorized by this subchapter.
(4) A person authorized by this subchapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. No amendment or cancellation shall be made with respect to a statement of merger or statement of dissolution after filing with the Secretary of State.
(5) A person authorized by this subchapter to file a statement may correct a filed statement if the statement contains information that was incorrect as of the time of the original filing or if the statement was defectively executed, attested, sealed, verified, or acknowledged. A statement is corrected by filing with the Secretary of State a statement of correction that describes the original filing, specifies the information that was incorrect as of the original filing or the manner in which the execution was defective, corrects the incorrect information or the defective execution, and is accompanied by a copy of the original defective statement, accompanied by the proper filing fee. A statement of correction shall be effective as of the effective date of the statement it corrects except as to persons relying on the uncorrected document adversely affected by the correction. As to those persons, the statement of correction shall be effective in the same manner as they were on notice of the original statement.
(6) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(7) A person who executes a statement shall be deemed to have declared under penalty of perjury that to that person’s knowledge the contents of the statement are accurate.
(8) The Secretary of State may collect a fee for filing or providing a certified copy of a statement. The county clerk may collect a fee of ten dollars ($10) for recording a statement.
(9) The Secretary of State may prescribe and furnish on request forms for: (a) A statement of change of registered office or registered agent;
(b) An application to reserve a name;
(c) An application to cancel the reservation of a name;
(d) A resignation of a registered agent or registered office or both; (e) An annual report; and
(f) An amendment to the annual report.
(10) The Secretary of State may mandate the use of the forms listed in subsection (9) of this section.
(11) The Secretary of State may prescribe and furnish on request forms for any other records required or permitted to be filed pursuant to this subchapter, but their use shall not be mandatory.
Effective: January 1, 2011
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 169, effective July 15,
2010; and amended 2010 Ky. Acts ch. 151, sec. 90, effective January 1, 2011. — Amended 2007 Ky. Acts ch. 137, sec. 169, effective June 26, 2007. — Created 2006
Ky. Acts ch. 149, sec. 5, effective July 12, 2006.
Legislative Research Commission Note (1/1/2011). This section was amended by 2010
Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict, therefore, they have been codified together.
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.”
(2) A certified copy of a statement that has been filed in the office of the Secretary of State may be filed with and recorded by any county clerk to which the statement is presented for filing and recording.
Terms Used In Kentucky Statutes 362.1-105
- 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.
- Partnership: means an association of two (2) or more persons to carry on as co- owners a business for profit formed under KRS §. See Kentucky Statutes 362.1-101
- 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.
- Person: means an individual, an entity, or any other legal or commercial entity. See Kentucky Statutes 362.1-101
- Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Kentucky Statutes 362.1-101
- 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.
- 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 362.1-101
- Statement: means a statement of partnership authority under KRS §. See Kentucky Statutes 362.1-101
(3) A statement filed by a partnership shall be executed by at least two (2) partners.
Other statements shall be executed by a partner or other person authorized by this subchapter.
(4) A person authorized by this subchapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. No amendment or cancellation shall be made with respect to a statement of merger or statement of dissolution after filing with the Secretary of State.
(5) A person authorized by this subchapter to file a statement may correct a filed statement if the statement contains information that was incorrect as of the time of the original filing or if the statement was defectively executed, attested, sealed, verified, or acknowledged. A statement is corrected by filing with the Secretary of State a statement of correction that describes the original filing, specifies the information that was incorrect as of the original filing or the manner in which the execution was defective, corrects the incorrect information or the defective execution, and is accompanied by a copy of the original defective statement, accompanied by the proper filing fee. A statement of correction shall be effective as of the effective date of the statement it corrects except as to persons relying on the uncorrected document adversely affected by the correction. As to those persons, the statement of correction shall be effective in the same manner as they were on notice of the original statement.
(6) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(7) A person who executes a statement shall be deemed to have declared under penalty of perjury that to that person’s knowledge the contents of the statement are accurate.
(8) The Secretary of State may collect a fee for filing or providing a certified copy of a statement. The county clerk may collect a fee of ten dollars ($10) for recording a statement.
(9) The Secretary of State may prescribe and furnish on request forms for: (a) A statement of change of registered office or registered agent;
(b) An application to reserve a name;
(c) An application to cancel the reservation of a name;
(d) A resignation of a registered agent or registered office or both; (e) An annual report; and
(f) An amendment to the annual report.
(10) The Secretary of State may mandate the use of the forms listed in subsection (9) of this section.
(11) The Secretary of State may prescribe and furnish on request forms for any other records required or permitted to be filed pursuant to this subchapter, but their use shall not be mandatory.
Effective: January 1, 2011
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 169, effective July 15,
2010; and amended 2010 Ky. Acts ch. 151, sec. 90, effective January 1, 2011. — Amended 2007 Ky. Acts ch. 137, sec. 169, effective June 26, 2007. — Created 2006
Ky. Acts ch. 149, sec. 5, effective July 12, 2006.
Legislative Research Commission Note (1/1/2011). This section was amended by 2010
Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict, therefore, they have been codified together.
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.”