Kentucky Statutes 362.2-605 – Effect of dissociation as general partner
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Upon a person‘s dissociation as a general partner:
(1) The person’s right to participate as a general partner in the management and conduct of the partnership‘s activities terminates;
(2) The person’s duty of loyalty as a general partner under KRS § 362.2-408(2)(c)
terminates;
(3) The person’s duty of loyalty as a general partner under KRS § 362.2-408(2)(a) and (2)(b) and duty of care under KRS § 362.2-408(3) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner;
(4) The person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated;
(5) Subject to KRS § 362.2-704 and KRS § 362.2-951 to 362.2-963, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee; and
(6) The dissociation does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 142, effective July 12, 2006.
(1) The person’s right to participate as a general partner in the management and conduct of the partnership‘s activities terminates;
Terms Used In Kentucky Statutes 362.2-605
- 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.
- 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 - 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
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Kentucky Statutes 362.2-102
- 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 362.2-102
- Transferable interest: means the partner's right to receive distributions. See Kentucky Statutes 362.2-102
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Kentucky Statutes 362.2-102
(2) The person’s duty of loyalty as a general partner under KRS § 362.2-408(2)(c)
terminates;
(3) The person’s duty of loyalty as a general partner under KRS § 362.2-408(2)(a) and (2)(b) and duty of care under KRS § 362.2-408(3) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner;
(4) The person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated;
(5) Subject to KRS § 362.2-704 and KRS § 362.2-951 to 362.2-963, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee; and
(6) The dissociation does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 142, effective July 12, 2006.