Limited Partnership

010. Repealed, 1970. [Repealed]

020. Repealed, 1970. [Repealed]

030. Repealed, 1970. [Repealed]

040. Repealed, 1970. [Repealed]

050. Repealed, 1970. [Repealed]

060. Repealed, 1970. [Repealed]

070. Repealed, 1970. [Repealed]

080. Repealed, 1970. [Repealed]

090. Repealed, 1970. [Repealed]

095. Repealed, 1988. [Repealed]

100. Repealed,1970. [Repealed]

110. Repealed, 1970. [Repealed]

120. Repealed, 1970. [Repealed]

130. Repealed, 1970. [Repealed]

Uniform Partnership Act

150. Short title.

155. Definitions for KRS 362.150 to 362.360.

160. Interpretation of knowledge and notice.

165. Rules of construction.

170. Rules for other cases.

175. Partnership defined.

180. Rules for determining the existence of a partnership.

185. Partnership property.

190. Partner agent of partnership as to partnership business.

195. Conveyance of real property of the partnership.

200. Repealed, effective July 1, 1992. [Repealed]

205. Partnership charged with knowledge of or notice to partner.

210. Partnership bound by partner's wrongful act.

215. Partnership bound by partner's breach of trust.

220. Nature of partner's liability.

225. Partner by estoppel.

230. Liability of incoming partner.

235. Rules determining rights and duties of partners.

240. Partnership books.

245. Duty of partners to render information.

250. Partner accountable as a fiduciary.

255. Right to an account.

260. Continuation of partnership beyond fixed term.

265. Extent of property rights of a partner.

270. Nature of a partner's right in specific partnership property.

275. Nature of partner's interest in the partnership.

280. Assignment of partner's interest.

285. Partner's interest subject to charging order.

290. Dissolution defined.

295. Partnership not terminated by dissolution.

300. Causes of dissolution.

305. Dissolution by decree of court.

310. General effect of dissolution on authority of partner.

315. Right of partner to contribution from co-partners after dissolution.

320. Power of partner to bind partnership to third persons after dissolution.

325. Effect of dissolution on partner's existing liability.

330. Right to wind up.

335. Rights of partners to application of partnership property.

340. Rights where partnership is dissolved for fraud or misrepresentation.

345. Rules for distribution.

350. Liability of persons continuing the business in certain cases.

355. Rights of retiring or estate of deceased partner when the business is continued.

360. Accrual of actions.

Uniform Limited Partnership Act

401. Definitions.

403. Name of limited partnership.

405. Repealed, 2011. [Repealed]

407. Recordkeeping office -- Agent for service of process.

409. Records to be kept.

411. Nature of business that may be carried on.

413. Business transactions of partners with partnership.

415. Formation -- Certificate of limited partnership.

417. Amendment to or restatement of certificate.

419. Cancellation of certificate.

420. Repealed, 1988. [Repealed]

421. Execution of certificates.

423. Execution of certificate by judicial act.

425. Repealed, 2011. [Repealed]

427. Liability for false statement in certificate.

429. Scope of notice.

430. Repealed, 1988. [Repealed]

431. Delivery of certificate to limited partners.

433. Admission of limited partners.

435. Voting rights of limited partners.

437. Liability of limited partners to third parties.

439. Liability of person erroneously believing to be a limited partner.

440. Repealed, 1988. [Repealed]

441. Limited partner's right to information.

443. Admission of additional general partners.

445. Events of withdrawal of general partner.

447. General power and liabilities of general partners.

449. Contributions by general partner.

450. Repealed, 1988. [Repealed]

451. Voting rights of general partners.

453. Form of contribution.

455. Liability for contribution.

457. Sharing of profits and losses.

459. Sharing of distributions.

460. Repealed, 1988. [Repealed]

461. Interim distributions.

463. Withdrawal of general partner.

465. Withdrawal of limited partner.

467. Distribution upon withdrawal.

469. Distribution in kind.

470. Repealed, 1988. [Repealed]

471. Right of distribution.

473. Limitation of distribution.

475. Liability upon return of contributions.

477. Nature of partnership interest.

479. Assignment of partnership interest.

480. Repealed, 1988. [Repealed]

481. Rights of judgment creditor.

483. Right of assignee to become limited partner.

485. Power of estate of deceased or incompetent partner.

487. Nonjudicial dissolution.

489. Judicial dissolution.

490. Repealed, 1988. [Repealed]

491. Winding up.

493. Distribution of assets.

495. Repealed, 2010. [Repealed]

497. Repealed, 2010. [Repealed]

499. Repealed, 2010. [Repealed]

500. Repealed, 1988. [Repealed]

501. Repealed, 2010. [Repealed]

503. Repealed, 2010. [Repealed]

505. Repealed, 2010. [Repealed]

507. Repealed, 2010. [Repealed]

509. Repealed, 2010. [Repealed]

510. Repealed, 1988. [Repealed]

511. Right of limited partner to bring derivative action.

513. Derivative action: proper plaintiff.

515. Derivative action: pleadings.

517. Derivative action: expenses.

519. Construction and application of act.

520. Repealed, 1988. [Repealed]

521. Effect on existing partnerships.

523. Applicability of Uniform Partnership Act.

525. Effect of repeal of prior statute.

527. Short title.

530. Repealed, 1988. [Repealed]

531. Merger of domestic limited partnerships with domestic or foreign limited partnerships, limited liability companies, or corporations.

536. Domestic limited partnership's approval of plan of merger -- Amendment -- Abandonment.

540. Repealed, 1988. [Repealed]

541. Articles of merger.

546. Effect of merger.

550. Repealed, 1988. [Repealed]

Registered Limited Liability Partnerships

555. Registered limited liability partnership -- Manner of registration.

560. Repealed, 1988. [Repealed]

565. Repealed, 2011. [Repealed]

570. Repealed, 1988. [Repealed]

575. Intent and policy of Commonwealth regarding registered limited liability partnerships.

580. Repealed, 1988. [Repealed]

585. Repealed, 2010. [Repealed]

590. Repealed, 1988. [Repealed]

595. Result of failure to comply with KRS 362.555 -- Service of process.

600. Repealed, 1988. [Repealed]

601. Circumstances preventing distribution -- Liability for unlawful distribution.

605. Suits by and against partnerships -- Effect of judgments.

610. Repealed, 1988. [Repealed]

620. Repealed, 1988. [Repealed]

630. Repealed, 1988. [Repealed]

640. Repealed, 1988. [Repealed]

650. Repealed, 1988. [Repealed]

660. Repealed, 1988. [Repealed]

670. Repealed, 1988. [Repealed]

680. Repealed, 1988. [Repealed]

690. Repealed, 1988. [Repealed]

700. Repealed, 1988. [Repealed]

710. Repealed, 1988. [Repealed]

Subchapter 1. Kentucky Revised Uniform Partnership Act(2006)

1-1001. Renumbered as 362.1-931, effective 2013. [Renumbered]

1-1002. Repealed, 2011. [Repealed]

1-1003. Renumbered as 362.1-932, effective 2013. [Renumbered]

General Provisions

1-101. Definitions for subchapter.

1-102. Knowledge and notice.

1-103. Effect of partnership agreement -- Nonwaivable provisions.

1-104. Supplemental principles of law.

1-105. Execution, filing, and recording of statements.

1-106. Governing law.

1-107. Partnership subject to amendment or repeal of subchapter.

1-108. Requirements for documents to be entitled to filing by Secretary of State.

1-109. Fees for filing documents with Secretary of State.

1-110. Effective time and date of document.

1-1101. Repealed, 2011. [Repealed]

1-1102. Renumbered as 362.1-951, effective 2013. [Renumbered]

1-1103. Repealed, 2011. [Repealed]

1-1104. Repealed, 2011. [Repealed]

1-1105. Renumbered as 362.1-952, effective 2013. [Renumbered]

1-111. Repealed, 2011. [Repealed]

1-112. Repealed, 2011. [Repealed]

1-113. Repealed, 2011. [Repealed]

1-114. Partnership names.

1-115. Repealed, 2011. [Repealed]

1-116. Repealed, 2011. [Repealed]

1-117. Registered office -- Registered agent.

1-118. Repealed, 2011. [Repealed]

1-119. Repealed, 2011. [Repealed]

1-120. Service of process.

1-1201. Renumbered as 362.1-971, effective 2013. [Renumbered]

1-1202. Renumbered as 362.1-972, effective 2013. [Renumbered]

1-1203. Renumbered as 362.1-973, effective 2013. [Renumbered]

1-1204. Renumbered as 362.1-974, effective 2013. [Renumbered]

1-1205. Renumbered as 362.1-975, effective 2013. [Renumbered]

1-121. Annual report.

1-122. Administrative dissolution of a statement of qualification or statement of partnership authority.

1-123. Repealed, 2011. [Repealed]

Nature of Partnership

1-201. Partnership as entity.

1-202. Formation of partnership.

1-203. Partnership property.

1-204. When property is partnership property.

Relations of Partners to Persons Dealing with Partnership

1-301. Partner agent of partnership.

1-302. Transfer of partnership property.

1-303. Statement of partnership authority.

1-304. Statement of denial.

1-305. Partnership liable for partner's actionable conduct.

1-306. Partner's liability.

1-307. Actions by and against partnership and partners.

1-308. Liability of purported partner.

Relations of Partners to Each Other and to Partnership

1-401. Partner's rights and duties.

1-402. Distributions in kind.

1-403. Partner's rights and duties with respect to information.

1-404. General standards of partner's conduct.

1-405. Actions by partnership and partners.

1-406. Continuation of partnership beyond definite term or particular undertaking.

Transferees and Creditors of Partner

1-501. Partner not co-owner of partnership property.

1-502. Partner's transferable interest in partnership.

1-503. Transfer of partner's transferable interest.

1-504. Partner's transferable interest subject to charging order.

Partner's Dissociation

1-601. Events causing partner's dissociation.

1-602. Partner's power to dissociate -- Wrongful dissociation.

1-603. Effect of partner's dissociation.

Partner's Dissociation When Business Not Wound Up

1-701. Purchase of dissociated partner's interest.

1-702. Dissociated partner's power to bind and liability to partnership.

1-703. Dissociated partner's liability to other persons.

1-704. Statement of dissociation.

1-705. Continued use of partnership name.

Winding Up Partnership Business

1-801. Events causing dissolution and winding up of partnership business.

1-802. Partnership continues after dissolution.

1-803. Right to wind up partnership business.

1-804. Partner's power to bind partnership after dissolution.

1-805. Statement of dissolution.

1-806. Partner's liability to other partners after dissolution.

1-807. Settlement of accounts and contributions among partners.

Conversion and Mergers

1-901. Definitions for KRS 362.1-901 to 362.1-908.

1-902. Conversion of partnership to limited partnership.

1-903. Conversion of limited partnership to partnership.

1-904. Effect of conversion -- Entity unchanged.

1-905. Merger of partnerships.

1-906. Effect of merger.

1-907. Statement of merger.

1-908. Provisions of KRS 362.1-901 to 362.1-908 nonexclusive.

Limited Liability Partnership

1-931. Statement of qualification.

1-932. Circumstances preventing distribution -- Liability for unlawful distribution.

Foreign Limited Liability Partnership

1-951. Statement of foreign qualification.

1-952. Action by Attorney General.

Miscellaneous Provisions

1-971. Uniformity of application and construction.

1-972. Short title for subchapter.

1-973. Severability clause.

1-974. Effective Date -- Applicability.

1-975. Savings clause.

Subchapter 2. Kentucky Uniform Limited Partnership Act (2006)

2-1001. Renumbered as 362.2-931, effective 2013. [Renumbered]

2-1002. Renumbered as 362.2-932, effective 2013. [Renumbered]

2-1003. Renumbered as 362.2-933, effective 2013. [Renumbered]

2-1004. Renumbered as 362.2-934, effective 2013. [Renumbered]

2-1005. Renumbered as 362.2-935, effective 2013. [Renumbered]

General Provisions

2-102. Definitions for subchapter.

2-103. Knowledge and notice.

2-104. Nature, purpose, and duration of entity.

2-105. Powers of limited partnership.

2-106. Governing law.

2-107. Supplemental principles of law -- Rate of interest.

2-108. Name of limited partnership.

2-109. Repealed, 2011. [Repealed]

2-110. Effect of partnership agreement -- Nonwaivable provisions.

2-1101. Renumbered as 362.2-951, effective 2013. [Renumbered]

2-1102. Renumbered as 362.2-952, effective 2013. [Renumbered]

2-1103. Renumbered as 362.2-953, effective 2013. [Renumbered]

2-1104. Renumbered as 362.2-954, effective 2013. [Renumbered]

2-1105. Renumbered as 362.2-955, effective 2013. [Renumbered]

2-1106. Renumbered as 362.2-956, effective 2013. [Renumbered]

2-1107. Renumbered as 362.2-957, effective 2013. [Renumbered]

2-1108. Renumbered as 362.2-958, effective 2013. [Renumbered]

2-1109. Renumbered as 362.2-959, effective 2013. [Renumbered]

2-111. Required information.

2-1110. Renumbered as 362.2-960, effective 2013. [Renumbered]

2-1111. Renumbered as 362.2-961, effective 2013. [Renumbered]

2-1112. Renumbered as 362.2-962, effective 2013. [Renumbered]

2-1113. Renumbered as 362.2-963, effective 2013. [Renumbered]

2-112. Business transactions of partner with partnership.

2-113. Dual capacity.

2-114. Office and agent for service of process.

2-115. Change of designated office or agent for service of process.

2-116. Repealed, 2011. [Repealed]

2-117. Repealed, 2011. [Repealed]

2-118. Consent and proxies of partners.

2-119. Repealed, 2011. [Repealed]

2-120. Repealed, 2011. [Repealed]

2-1201. Renumbered as 362.2-971, effective 2013. [Renumbered]

2-1202. Renumbered as 362.2-972, effective 2013. [Renumbered]

2-1203. Renumbered as 362.2-973, effective 2013. [Renumbered]

2-1204. Renumbered as 362.2-974, effective 2013. [Renumbered]

2-1205. Renumbered as 362.2-975, effective 2013. [Renumbered]

2-1206. Renumbered as 362.2-976, effective 2013. [Renumbered]

2-1207. Renumbered as 362.2-977, effective 2013. [Renumbered]

2-121. Requirements for documents to be filed with the Secretary of State.

2-122. Fees for filing documents with Secretary of State.

2-123. Repealed, 2011. [Repealed]

2-124. Repealed, 2011. [Repealed]

2-125. Repealed, 2011. [Repealed]

Formation Certificate of Limited Partnership and Other Filings

2-201. Formation of limited partnership -- Certificate of limited partnership.

2-202. Amendment or restatement of certificate.

2-203. Statement of cancellation.

2-204. Signing of records.

2-205. Signing and filing by judicial act.

2-206. Delivery to and filing of records by the Secretary of State.

2-207. Repealed, 2011. [Repealed]

2-208. Liability for false information in record.

2-209. Repealed, 2011. [Repealed]

2-210. Annual report for Secretary of State.

Limited Partners

2-301. Admission of limited partner.

2-302. No right or power as limited partner to bind limited partnership.

2-303. No liability as limited partner for limited partnership.

2-304. Right to information of limited partner and formed limited partner.

2-305. Limited duties of limited partners.

2-306. Person erroneously believing self limited partner.

General Partners

2-401. Admission of general partner.

2-402. General partner agent of limited partnership.

2-403. Limited partnership liable for general partner's actionable conduct.

2-404. General partner's liability.

2-405. Actions by and against partnership and partners.

2-406. Management rights of general partner.

2-407. Right to information of general partner and former general partner.

2-408. General standards of general partner's conduct.

Contributions and Distributions

2-501. Form of contribution.

2-502. Liability for contribution.

2-503. Sharing of distributions.

2-504. Interim distributions.

2-505. No distribution on account of dissociation.

2-506. Distribution in kind.

2-507. Right to distribution.

2-508. Limitations on distribution.

2-509. Liability for improper distributions.

Dissociation

2-601. Dissociation as limited partner.

2-602. Effect of dissociation as limited partner.

2-603. Dissociation as general partner.

2-604. Person's power to dissociate as general partner -- Wrongful dissociation.

2-605. Effect of dissociation as general partner.

2-606. Power to bind and liability to partnership before dissolution of person dissociated as general partner.

2-607. Liability to other persons of person dissociated as general partner.

Transferable Interests and Rights of Transferees and Creditors

2-701. Partner's transferable interest.

2-702. Transfer of partner's transferable interest.

2-703. Partner's transferable interest subject to charging order.

2-704. Power of estate of deceased partner.

Dissolution

2-801. Nonjudicial dissolution.

2-802. Judicial dissolution.

2-803. Winding up.

2-804. Power of general partner and person dissociated as general partner to bind partnership after dissolution.

2-805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

2-806. Known claims against dissolved limited partnership.

2-807. Other claims against dissolved limited partnership.

2-808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

2-809. Repealed, 2011. [Repealed]

2-810. Repealed, 2011. [Repealed]

2-811. Repealed, 2011. [Repealed]

2-812. Disposition of assets -- When contributions required.

Foreign Limited Partnerships

2-901. Governing law.

2-902. Repealed, 2011. [Repealed]

2-903. Repealed, 2011. [Repealed]

2-904. Repealed, 2011. [Repealed]

2-905. Repealed, 2011. [Repealed]

2-906. Repealed, 2011. [Repealed]

2-907. Repealed, 2011. [Repealed]

2-908. Repealed, 2011. [Repealed]

2-909. Repealed, 2011. [Repealed]

2-910. Action by Attorney General.

Actions by Partners

2-931. Direct actions by partner.

2-932. Derivative action.

2-933. Proper plaintiff.

2-934. Pleading.

2-935. Proceeds and expenses.

Conversion and Merger

2-951. Definitions for KRS 362.2-951 to 362.2-963.

2-952. Conversion.

2-953. Action on plan of conversion by converting limited partnership.

2-954. Filings required for conversion -- Effective date.

2-955. Effect of conversion.

2-956. Merger.

2-957. Action on plan of merger by constituent limited partnership.

2-958. Filings required for merger -- Effective date.

2-959. Effect of merger.

2-960. Restrictions on approval of conversions and mergers and on relinquishing LLLP status.

2-961. Liability of general partner after conversion or merger.

2-962. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

2-963. Article not exclusive.

Miscellaneous Provisions

2-971. Uniformity of application and construction.

2-972. Severability clause.

2-973. Electronic signatures.

2-974. Effect on limited partnerships formed prior to July 15, 1988.

2-975. Effective date.

2-976. Savings clause.

2-977. Short title for Subchapter 2 of KRS Chapter 362.