Kentucky Statutes 362.2-954 – Filings required for conversion — Effective date
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(1) After a plan of conversion of a limited liability company into a limited partnership is approved, a converting limited liability company shall deliver to the Secretary of State for filing a certificate of limited partnership which satisfies the requirements of KRS § 362.2-201 and includes:
(a) A statement that the limited liability company has been converted into a limited partnership;
(b) The name of that limited liability company and its jurisdiction;
(c) A statement that the conversion was approved as required by this subchapter; (d) A statement that the conversion was approved as required by the governing
statute of the converted limited liability company; and
(e) If the converted limited liability company is a foreign limited liability company not authorized to transact business in this Commonwealth, the street and mailing address of an office which the Secretary of State may use for the purposes of KRS § 362.2-955(3).
(2) A conversion of a limited liability company into a limited partnership becomes effective when the certificate of limited partnership takes effect.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 161, effective July 15,
2010; and amended ch. 133, sec. 69, effective July 15, 2010. — Amended 2007 Ky. Acts ch. 137, sec. 161, effective June 26, 2007. — Created 2006 Ky. Acts ch. 149, sec. 179, effective July 12, 2006.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides,”The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section.”
Legislative Research Commission Note (7/15/2010). This section was amended by
2010 Ky. Acts ch. 133, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict; therefore, they have been codified together.
Formerly codified as KRS § 362.2-1104.
(a) A statement that the limited liability company has been converted into a limited partnership;
Terms Used In Kentucky Statutes 362.2-954
- 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
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
- 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
(b) The name of that limited liability company and its jurisdiction;
(c) A statement that the conversion was approved as required by this subchapter; (d) A statement that the conversion was approved as required by the governing
statute of the converted limited liability company; and
(e) If the converted limited liability company is a foreign limited liability company not authorized to transact business in this Commonwealth, the street and mailing address of an office which the Secretary of State may use for the purposes of KRS § 362.2-955(3).
(2) A conversion of a limited liability company into a limited partnership becomes effective when the certificate of limited partnership takes effect.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 161, effective July 15,
2010; and amended ch. 133, sec. 69, effective July 15, 2010. — Amended 2007 Ky. Acts ch. 137, sec. 161, effective June 26, 2007. — Created 2006 Ky. Acts ch. 149, sec. 179, effective July 12, 2006.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides,”The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section.”
Legislative Research Commission Note (7/15/2010). This section was amended by
2010 Ky. Acts ch. 133, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict; therefore, they have been codified together.
Formerly codified as KRS § 362.2-1104.