Kentucky Statutes 362.2-607 – Liability to other persons of person dissociated as general partner
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(1) A person‘s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a limited partnership‘s obligation incurred before dissociation. Except as otherwise provided in subsections (2) and (3) of this section, the person is not liable for a limited partnership‘s obligation incurred after dissociation.
(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under KRS § 362.2-404 on an obligation incurred by the limited partnership under KRS § 362.2-804.
(3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation, only if:
(a) A general partner would be liable on the transaction; and
(b) At the time the other party enters into the transaction:
1. Less than two (2) years have passed since the dissociation; and
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(4) By agreement with the limited partnership’s creditor and the limited partnership, a person dissociated as a general partner may be released from liability for a limited partnership’s obligation.
(5) A person dissociated as a general partner is released from liability for a limited partnership’s obligation if a limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the limited partnership’s obligation.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 144, effective July 12, 2006.
(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under KRS § 362.2-404 on an obligation incurred by the limited partnership under KRS § 362.2-804.
Terms Used In Kentucky Statutes 362.2-607
- 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
(3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership after the dissociation, only if:
(a) A general partner would be liable on the transaction; and
(b) At the time the other party enters into the transaction:
1. Less than two (2) years have passed since the dissociation; and
2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(4) By agreement with the limited partnership’s creditor and the limited partnership, a person dissociated as a general partner may be released from liability for a limited partnership’s obligation.
(5) A person dissociated as a general partner is released from liability for a limited partnership’s obligation if a limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the limited partnership’s obligation.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 144, effective July 12, 2006.