Kentucky Statutes 362.2-406 – Management rights of general partner
Current as of: 2024 | Check for updates
|
Other versions
(1) Each general partner has equal rights in the management and conduct of the limited partnership‘s activities. Except as expressly provided in this subchapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one (1) general partner, by a majority of the general partners.
(2) The consent of each partner is necessary to: (a) Amend the partnership agreement;
(b) Amend the certificate of limited partnership to add or, subject to KRS § 362.2-
960, delete a statement that the limited partnership is a limited liability limited partnership; or
(c) Sell, lease, exchange, or otherwise dispose of all or substantially all of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities.
(3) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(4) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(5) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (3) or (4) of this section constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(6) A general partner is not entitled to remuneration for services performed for the partnership.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 126, effective July 12, 2006.
(2) The consent of each partner is necessary to: (a) Amend the partnership agreement;
Terms Used In Kentucky Statutes 362.2-406
- Certificate of limited partnership: means the certificate required by KRS §. See Kentucky Statutes 362.2-102
- General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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.
- Partner: means a limited partner or general partner. See Kentucky Statutes 362.2-102
- 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
- Partnership agreement: means the partners' agreement, oral, implied, in record form, or in any combination, concerning the limited partnership. See Kentucky Statutes 362.2-102
(b) Amend the certificate of limited partnership to add or, subject to KRS § 362.2-
960, delete a statement that the limited partnership is a limited liability limited partnership; or
(c) Sell, lease, exchange, or otherwise dispose of all or substantially all of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities.
(3) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.
(4) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(5) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (3) or (4) of this section constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(6) A general partner is not entitled to remuneration for services performed for the partnership.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 126, effective July 12, 2006.