Kentucky Statutes 362.1-903 – Conversion of limited partnership to partnership
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(1) A limited partnership may be converted to a partnership pursuant to this subsection. (a) Notwithstanding a provision to the contrary in a limited partnership
agreement, the terms and conditions of a conversion of a limited partnership
to a partnership shall be approved by all of the partners.
(b) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership and any certificate of assumed name filed with the Secretary of State.
(c) The conversion takes effect when the certificate of limited partnership is canceled.
(d) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in KRS § 362.1-306, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
(2) (a) A limited liability company may be converted to a limited liability partnership pursuant to this subsection.
(b) Notwithstanding a provision to the contrary in the operating agreement, the terms and conditions of a conversion of a limited liability company to a limited liability partnership shall be approved by all of the members.
(c) After the conversion is approved by the members, the limited liability company shall file with the Secretary of State a statement of qualification satisfying the requirements of KRS § 362.1-931(3) and including as well the name of the predecessor limited liability company and a statement that the predecessor limited liability company was converted to a limited liability partnership.
(d) The conversion takes effect upon the effective time and date of the statement of qualification as provided for in KRS § 14A.2-070.
(e) A member who becomes a general partner as a result of a conversion remains liable only as a member for an obligation incurred by the limited liability company before the conversion takes effect. Except as otherwise provided in KRS § 362.1-306, a partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 118, effective July 12, 2012. — Created
2006 Ky. Acts ch. 149, sec. 63, effective July 12, 2006.
agreement, the terms and conditions of a conversion of a limited partnership
Terms Used In Kentucky Statutes 362.1-903
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Limited liability partnership: means a partnership that has filed a statement of qualification under KRS §. See Kentucky Statutes 362.1-101
- 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.
- 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.
- 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
to a partnership shall be approved by all of the partners.
(b) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership and any certificate of assumed name filed with the Secretary of State.
(c) The conversion takes effect when the certificate of limited partnership is canceled.
(d) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in KRS § 362.1-306, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
(2) (a) A limited liability company may be converted to a limited liability partnership pursuant to this subsection.
(b) Notwithstanding a provision to the contrary in the operating agreement, the terms and conditions of a conversion of a limited liability company to a limited liability partnership shall be approved by all of the members.
(c) After the conversion is approved by the members, the limited liability company shall file with the Secretary of State a statement of qualification satisfying the requirements of KRS § 362.1-931(3) and including as well the name of the predecessor limited liability company and a statement that the predecessor limited liability company was converted to a limited liability partnership.
(d) The conversion takes effect upon the effective time and date of the statement of qualification as provided for in KRS § 14A.2-070.
(e) A member who becomes a general partner as a result of a conversion remains liable only as a member for an obligation incurred by the limited liability company before the conversion takes effect. Except as otherwise provided in KRS § 362.1-306, a partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 118, effective July 12, 2012. — Created
2006 Ky. Acts ch. 149, sec. 63, effective July 12, 2006.