Kentucky Statutes 362.1-931 – Statement of qualification
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(1) A partnership may become a limited liability partnership pursuant to this section.
(2) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.
(3) After the approval required by subsection (2) of this section, a partnership may become a limited liability partnership by filing with the Secretary of State a statement of qualification. The statement shall contain:
(a) The name of the partnership, which shall comply with KRS § 14A.3-010;
(b) The address of the partnership’s chief executive office and, if different, the street address of an office in this Commonwealth, if any;
(c) The street address of the partnership’s registered office, and the name of its registered agent that comply with KRS § 14A.4-010;
(d) A statement that the partnership elects to be a limited liability partnership; and
(e) The date any statement of partnership authority was previously filed with the
Secretary of State.
(4) The status of a partnership as a limited liability partnership remains effective, regardless of changes in the partnership, until the statement of qualification is canceled pursuant to KRS § 362.1-105(4) or administratively dissolved pursuant to KRS § 362.1-122.
(5) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (3) of this section.
(6) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(7) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. An amendment to a statement of qualification shall include the date of filing of the statement being amended and all information required in an initial statement of qualification. A cancellation of a statement of qualification shall include the name of the partnership and the date of filing of the statement of qualification.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 98, effective January 1, 2011. — Created
2006 Ky. Acts ch. 149, sec. 69, effective July 12, 2006.
Formerly codified as KRS § 362.1-1001.
(2) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.
Terms Used In Kentucky Statutes 362.1-931
- 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.
- Limited liability partnership: means a partnership that has filed a statement of qualification under KRS §. See Kentucky Statutes 362.1-101
- 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.
- Partnership agreement: means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Kentucky Statutes 362.1-101
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- 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) After the approval required by subsection (2) of this section, a partnership may become a limited liability partnership by filing with the Secretary of State a statement of qualification. The statement shall contain:
(a) The name of the partnership, which shall comply with KRS § 14A.3-010;
(b) The address of the partnership’s chief executive office and, if different, the street address of an office in this Commonwealth, if any;
(c) The street address of the partnership’s registered office, and the name of its registered agent that comply with KRS § 14A.4-010;
(d) A statement that the partnership elects to be a limited liability partnership; and
(e) The date any statement of partnership authority was previously filed with the
Secretary of State.
(4) The status of a partnership as a limited liability partnership remains effective, regardless of changes in the partnership, until the statement of qualification is canceled pursuant to KRS § 362.1-105(4) or administratively dissolved pursuant to KRS § 362.1-122.
(5) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (3) of this section.
(6) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(7) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. An amendment to a statement of qualification shall include the date of filing of the statement being amended and all information required in an initial statement of qualification. A cancellation of a statement of qualification shall include the name of the partnership and the date of filing of the statement of qualification.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 98, effective January 1, 2011. — Created
2006 Ky. Acts ch. 149, sec. 69, effective July 12, 2006.
Formerly codified as KRS § 362.1-1001.