Kentucky Statutes 386A.7-060 – Conversion of partnership or limited partnership to statutory trust
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(1) An entity other than a corporation governed as to its internal affairs by KRS Chapter
273 or a nonprofit limited liability company may be converted to a statutory trust pursuant to this section.
(2) The terms and conditions of a conversion shall be approved:
(a) In the case of a partnership or a limited partnership, by all of the partners notwithstanding any provision to the contrary in the partnership agreement;
(b) In the case of a limited liability company, by all of the members notwithstanding any provision to the contrary in the operating agreement; and
(c) In the case of a corporation, by such action of the board of directors as would be required to approve a merger and, notwithstanding any provision to the contrary in the articles of incorporation, bylaws, or other agreement, all of the shareholders.
(3) After the conversion is approved under subsection (2) of this section, the converting organization shall deliver to the Secretary of State for filing a certificate of trust which satisfies the requirements of KRS § 386A.2-010 and includes as well:
(a) A statement that the converting organization was converted to a statutory trust;
(b) The former name of the converting organization;
(c) The form of organization of the converting organization prior to the conversion; and
(d) A statement that the conversion was approved in accordance with subsection
(2) of this section.
(4) In the case of a converting partnership that has filed a statement of registration as a limited liability partnership in accordance with KRS § 362.555 or a statement of qualification in accordance with KRS § 362.1-931, each shall be deemed canceled as of the effective date and time of the certificate of trust as determined in accordance with KRS § 14A.2-070.
(5) In the case of a converting limited partnership, the limited partnership’s certificate of limited partnership shall be deemed canceled as of the effective date and time of the certificate of trust as determined in accordance with KRS § 14A.2-070.
(6) In the case of a converting limited liability company, its articles of organization shall be deemed canceled as of the effective time and date of the certificate of trust as determined in accordance with KRS § 14A.2-070.
(7) In the case of a converting corporation, its articles of incorporation shall be deemed canceled as of the effective time and date of the certificate of trust as determined in accordance with KRS § 14A.2-070.
(8) The conversion shall take effect when the certificate of trust is filed with the office of the Secretary of State or, as provided in KRS § 14A.2-070, at a later date specified in the certificate of trust.
(9) A partner or, in the case of a limited partnership, a general partner, who becomes a beneficial owner of a statutory trust as a result of a conversion shall remain liable as
a partner or general partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 81, sec. 61, effective July 12, 2012.
273 or a nonprofit limited liability company may be converted to a statutory trust pursuant to this section.
Terms Used In Kentucky Statutes 386A.7-060
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- 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.
- Owner: when applied to any animal, means any person having a property interest in such animal. See Kentucky Statutes 446.010
- 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
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(2) The terms and conditions of a conversion shall be approved:
(a) In the case of a partnership or a limited partnership, by all of the partners notwithstanding any provision to the contrary in the partnership agreement;
(b) In the case of a limited liability company, by all of the members notwithstanding any provision to the contrary in the operating agreement; and
(c) In the case of a corporation, by such action of the board of directors as would be required to approve a merger and, notwithstanding any provision to the contrary in the articles of incorporation, bylaws, or other agreement, all of the shareholders.
(3) After the conversion is approved under subsection (2) of this section, the converting organization shall deliver to the Secretary of State for filing a certificate of trust which satisfies the requirements of KRS § 386A.2-010 and includes as well:
(a) A statement that the converting organization was converted to a statutory trust;
(b) The former name of the converting organization;
(c) The form of organization of the converting organization prior to the conversion; and
(d) A statement that the conversion was approved in accordance with subsection
(2) of this section.
(4) In the case of a converting partnership that has filed a statement of registration as a limited liability partnership in accordance with KRS § 362.555 or a statement of qualification in accordance with KRS § 362.1-931, each shall be deemed canceled as of the effective date and time of the certificate of trust as determined in accordance with KRS § 14A.2-070.
(5) In the case of a converting limited partnership, the limited partnership’s certificate of limited partnership shall be deemed canceled as of the effective date and time of the certificate of trust as determined in accordance with KRS § 14A.2-070.
(6) In the case of a converting limited liability company, its articles of organization shall be deemed canceled as of the effective time and date of the certificate of trust as determined in accordance with KRS § 14A.2-070.
(7) In the case of a converting corporation, its articles of incorporation shall be deemed canceled as of the effective time and date of the certificate of trust as determined in accordance with KRS § 14A.2-070.
(8) The conversion shall take effect when the certificate of trust is filed with the office of the Secretary of State or, as provided in KRS § 14A.2-070, at a later date specified in the certificate of trust.
(9) A partner or, in the case of a limited partnership, a general partner, who becomes a beneficial owner of a statutory trust as a result of a conversion shall remain liable as
a partner or general partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 81, sec. 61, effective July 12, 2012.