Kentucky Statutes 275.370 – Conversion of partnership or limited partnership to limited liability company
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(1) A partnership or limited partnership may be converted to a limited liability company pursuant to this section.
(2) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company shall, in the case of a partnership, be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement or, in the case of a limited partnership, by all the partners, notwithstanding any provision to the contrary in the limited partnership agreement.
(3) After the conversion is approved under subsection (2) of this section, the partnership or limited partnership shall file articles of organization with the office of the Secretary of State which satisfy the requirements of KRS § 275.025 and include:
(a) A statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be;
(b) Its former name;
(c) In the case of a partnership, a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement; and
(d) If the converting partnership has filed a statement of registration as a limited liability partnership in accordance with KRS § 362.555, a statement of qualification in accordance with KRS § 362.1-931, or a statement of partnership authority, each shall be deemed canceled as of the effective date and time of the articles of organization as determined in accordance with KRS § 275.020; and
(e) In the case of a limited partnership, the converting limited partnership’s certificate of limited partnership shall be deemed canceled as of the effective date and time of the articles of organization as determined in accordance with KRS § 275.020.
(4) The conversion shall take effect when the articles of organization are filed with the office of the Secretary of State or, as provided in KRS § 275.020, at a later date specified in the articles of organization.
(5) A partner or, in the case of a limited partnership, a general partner who becomes a member of a limited liability company as a result of a conversion shall remain liable as a partner or general partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. If the other party to a transaction with the limited liability company reasonably believes when entering the transaction that the member undertaking the transaction is a partner in a partnership or a general partner in a limited partnership, the member shall be liable for an obligation incurred by the limited liability company within ninety (90) days after the conversion takes effect. The partner’s or general partner’s liability for all other obligations of the limited liability company incurred after the conversion takes
effect shall be that of a member as provided in this chapter. A limited partner who becomes a member as a result of a conversion shall remain liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 124, effective July 15,
2010; and amended ch. 133, sec. 43, effective July 15, 2010. — Amended 2007 Ky. Acts ch. 137, sec. 124, effective June 26, 2007. — Created 1994 Ky. Acts ch. 389, sec. 74, effective July 15, 1994.
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.
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 (6/26/2007). 2007 Ky. Acts ch. 137, sec. 124, subsection (3)(d) cited “Section 146 of this Act.” It is apparent from context that the section referred to should have been Section 145 of the Act, KRS § 362.555. The Reviser of Statutes has made this change under the authority of KRS § 7.136.
(2) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company shall, in the case of a partnership, be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement or, in the case of a limited partnership, by all the partners, notwithstanding any provision to the contrary in the limited partnership agreement.
Terms Used In Kentucky Statutes 275.370
- 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.
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Limited partnership: means a limited partnership formed under the laws of the
Commonwealth or any other state or a foreign country. See Kentucky Statutes 275.015 - 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.
- 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, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Kentucky Statutes 275.015
(3) After the conversion is approved under subsection (2) of this section, the partnership or limited partnership shall file articles of organization with the office of the Secretary of State which satisfy the requirements of KRS § 275.025 and include:
(a) A statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be;
(b) Its former name;
(c) In the case of a partnership, a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement; and
(d) If the converting partnership has filed a statement of registration as a limited liability partnership in accordance with KRS § 362.555, a statement of qualification in accordance with KRS § 362.1-931, or a statement of partnership authority, each shall be deemed canceled as of the effective date and time of the articles of organization as determined in accordance with KRS § 275.020; and
(e) In the case of a limited partnership, the converting limited partnership’s certificate of limited partnership shall be deemed canceled as of the effective date and time of the articles of organization as determined in accordance with KRS § 275.020.
(4) The conversion shall take effect when the articles of organization are filed with the office of the Secretary of State or, as provided in KRS § 275.020, at a later date specified in the articles of organization.
(5) A partner or, in the case of a limited partnership, a general partner who becomes a member of a limited liability company as a result of a conversion shall remain liable as a partner or general partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. If the other party to a transaction with the limited liability company reasonably believes when entering the transaction that the member undertaking the transaction is a partner in a partnership or a general partner in a limited partnership, the member shall be liable for an obligation incurred by the limited liability company within ninety (90) days after the conversion takes effect. The partner’s or general partner’s liability for all other obligations of the limited liability company incurred after the conversion takes
effect shall be that of a member as provided in this chapter. A limited partner who becomes a member as a result of a conversion shall remain liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 124, effective July 15,
2010; and amended ch. 133, sec. 43, effective July 15, 2010. — Amended 2007 Ky. Acts ch. 137, sec. 124, effective June 26, 2007. — Created 1994 Ky. Acts ch. 389, sec. 74, effective July 15, 1994.
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.
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 (6/26/2007). 2007 Ky. Acts ch. 137, sec. 124, subsection (3)(d) cited “Section 146 of this Act.” It is apparent from context that the section referred to should have been Section 145 of the Act, KRS § 362.555. The Reviser of Statutes has made this change under the authority of KRS § 7.136.