Kentucky Statutes 362.2-404 – General partner’s liability
Current as of: 2024 | Check for updates
|
Other versions
(1) Except as otherwise provided in subsections (2) and (3) of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(2) A person admitted as a general partner into an existing limited partnership is not personally liable for any limited partnership obligation incurred before the person’s admission as a general partner.
(3) An obligation of a limited partnership arising out of or related to circumstances or events occurring or incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment, or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under KRS § 362.2-406(2)(b).
(4) Subsection (3) of this section shall not affect the liability of a general partner for his or her own negligence, wrongful acts, or misconduct.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 121, effective July 12, 2012. — Amended
2010 Ky. Acts ch. 133, sec. 62, effective July 15, 2010. — Created 2006 Ky. Acts ch.
149, sec. 124, effective July 12, 2006.
(2) A person admitted as a general partner into an existing limited partnership is not personally liable for any limited partnership obligation incurred before the person’s admission as a general partner.
Terms Used In Kentucky Statutes 362.2-404
- Contract: A legal written agreement that becomes binding when signed.
- Contribution: means any benefit provided by a person to a limited partnership in
order to become a partner or in the person's capacity as a partner. 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 - Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- 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
- 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
- Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
(3) An obligation of a limited partnership arising out of or related to circumstances or events occurring or incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment, or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under KRS § 362.2-406(2)(b).
(4) Subsection (3) of this section shall not affect the liability of a general partner for his or her own negligence, wrongful acts, or misconduct.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 121, effective July 12, 2012. — Amended
2010 Ky. Acts ch. 133, sec. 62, effective July 15, 2010. — Created 2006 Ky. Acts ch.
149, sec. 124, effective July 12, 2006.