Kentucky Statutes 362.2-606 – Power to bind and liability to partnership before dissolution of person dissociated as general partner
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(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under KRS § 362.2-951 to KRS § 362.2-963, or merged out of existence under KRS § 362.2-951 to KRS § 362.2-963, the limited partnership is bound by an act of the person only if:
(a) The act would have bound the limited partnership under KRS § 362.2-402 before the dissociation; and
(b) At the time the other party enters into the transaction:
1. Less than two (2) years has 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.
(2) If a limited partnership is bound under subsection (1) of this section, then the person dissociated as a general partner is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from that obligation; and
(b) If a general partner or another person dissociated as a general partner is liable for that obligation, to that general partner or other person for any damage caused to that general partner or other person arising from that liability.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 143, effective July 12, 2006.
(a) The act would have bound the limited partnership under KRS § 362.2-402 before the dissociation; and
Terms Used In Kentucky Statutes 362.2-606
- 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
(b) At the time the other party enters into the transaction:
1. Less than two (2) years has 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.
(2) If a limited partnership is bound under subsection (1) of this section, then the person dissociated as a general partner is liable:
(a) To the limited partnership for any damage caused to the limited partnership arising from that obligation; and
(b) If a general partner or another person dissociated as a general partner is liable for that obligation, to that general partner or other person for any damage caused to that general partner or other person arising from that liability.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 143, effective July 12, 2006.