Kentucky Statutes 362.2-601 – Dissociation as limited partner
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(1) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership.
(2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
(a) The limited partnership’s having notice of the person’s express will to withdraw as a limited partner or on a later date specified by the person;
(b) An event agreed to in the partnership agreement as causing the person’s dissociation as a limited partner;
(c) The person’s expulsion as a limited partner pursuant to the partnership agreement;
(d) The person’s expulsion as a limited partner by the unanimous consent of the other partners if:
1. It is unlawful to carry on the limited partnership’s activities with that person as a limited partner;
2. There has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;
3. The person is a corporation and, within ninety (90) days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
4. The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;
(e) On application by the limited partnership, the person’s expulsion as a limited partner by judicial determination because:
1. The person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities;
2. The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under KRS § 362.2-305(2); or
3. The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities with the person as limited partner;
(f) In the case of a person who is an individual, the person’s death;
(g) In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
(h) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
(i) Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate;
(j) The limited partnership’s participation in a merger or conversion under KRS
362.2-951 to 362.2-963, if the limited partnership:
1. Is not the converted or surviving entity; or
2. Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 138, effective July 12, 2006.
(2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events:
Terms Used In Kentucky Statutes 362.2-601
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Entity: means a corporation, foreign corporation, not-for-profit corporation, profit and not-for-profit unincorporated associations, business or statutory trust, estate, partnership, limited partnership, trust, two (2) or more persons having a joint or common economic interest, and a state, national, or foreign government. See Kentucky Statutes 362.2-102
- 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.
- Limited 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
- 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
- Transfer: includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. See Kentucky Statutes 362.2-102
- Transferable interest: means the partner's right to receive distributions. See Kentucky Statutes 362.2-102
- Trustee: A person or institution holding and administering property in trust.
(a) The limited partnership’s having notice of the person’s express will to withdraw as a limited partner or on a later date specified by the person;
(b) An event agreed to in the partnership agreement as causing the person’s dissociation as a limited partner;
(c) The person’s expulsion as a limited partner pursuant to the partnership agreement;
(d) The person’s expulsion as a limited partner by the unanimous consent of the other partners if:
1. It is unlawful to carry on the limited partnership’s activities with that person as a limited partner;
2. There has been a transfer of all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;
3. The person is a corporation and, within ninety (90) days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
4. The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;
(e) On application by the limited partnership, the person’s expulsion as a limited partner by judicial determination because:
1. The person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities;
2. The person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under KRS § 362.2-305(2); or
3. The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities with the person as limited partner;
(f) In the case of a person who is an individual, the person’s death;
(g) In the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
(h) In the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
(i) Termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate;
(j) The limited partnership’s participation in a merger or conversion under KRS
362.2-951 to 362.2-963, if the limited partnership:
1. Is not the converted or surviving entity; or
2. Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 138, effective July 12, 2006.