Kentucky Revised Statutes - Subchapter 2 Kentucky Uniform Limited Partnership Act (2006)

Actions by Partners

• .1001   Direct actions by partner.
• .1002   Derivative action.
• .1003   Proper plaintiff.
• .1004   Pleading.
• .1005   Proceeds and expenses.

General Provisions

• .102   Definitions for subchapter.
• .103   Knowledge and notice.
• .104   Nature, purpose, and duration of entity.
• .105   Powers of limited partnership.
• .106   Governing law.
• .107   Supplemental principles of law -- Rate of interest.
• .108   Name of limited partnership.
• .109   Reservation of name.
• .110   Effect of partnership agreement -- Nonwaivable provisions.

Conversion and Merger

• .1101   Definitions for KRS 362.2-1101 to 362.2-1113.
• .1102   Conversion.
• .1103   Action on plan of conversion by converting limited partnership.
• .1104   Filings required for conversion -- Effective date.
• .1105   Effect of conversion.
• .1106   Merger.
• .1107   Action on plan of merger by constituent limited partnership.
• .1108   Filings required for merger -- Effective date.
• .1109   Effect of merger.
• .111   Required information.
• .1110   Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
• .1111   Liability of general partner after conversion or merger.
• .1112   Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
• .1113   Article not exclusive.
• .112   Business transactions of partner with partnership.
• .113   Dual capacity.
• .114   Office and agent for service of process.

Formation Certificate of Limited Partnership and Other Filings

• .115   Change of designated office or agent for service of process.
• .116   Resignation of agent for service of process.
• .117   Service of process.
• .118   Consent and proxies of partners.
• .119   Prescribed forms.
• .120   Effective time and date of document.

Miscellaneous Provisions

• .1201   Uniformity of application and construction.
• .1202   Severability clause.
• .1203   Electronic signatures.
• .1204   Effect on limited partnerships formed prior to July 15, 1988.
• .1206   Savings clause.
• .1207   Short title for Subchapter 2 of KRS Chapter 362.
• .121   Requirements for documents to be filed with the Secretary of State.
• .122   Fees for filing documents with Secretary of State.
• .123   Registration of name of foreign limited partnership.
• .124   Duty of Secretary of State to file document -- Manner of filing -- Effect of filing or refusal to file -- Appeal of refusal of Secretary of State to file document.
• .125   Effect of certificate of Secretary of State attached to copy of filed document.

Formation Certificate of Limited Partnership and Other Filings

• .201   Formation of limited partnership -- Certificate of limited partnership.
• .202   Amendment or restatement of certificate.
• .203   Statement of termination.
• .204   Signing of records.
• .205   Signing and filing by judicial act.
• .206   Delivery to and filing of records by the Secretary of State.
• .207   Correcting filed record.
• .208   Liability for false information in record.
• .209   Certificate of existence or authorization.
• .210   Annual report for Secretary of State.

Limited Partners

• .301   Admission of limited partner.
• .302   No right or power as limited partner to bind limited partnership.
• .303   No liability as limited partner for limited partnership.
• .304   Right to information of limited partner and formed limited partner.
• .305   Limited duties of limited partners.
• .306   Person erroneously believing self limited partner.

General Partners

• .401   Admission of general partner.
• .402   General partner agent of limited partnership.
• .403   Limited partnership liable for general partner's actionable conduct.
• .404   General partner's liability.
• .405   Actions by and against partnership and partners.
• .406   Management rights of general partner.
• .407   Right to information of general partner and former general partner.
• .408   General standards of general partner's conduct.

Contributions and Distributions

• .501   Form of contribution.
• .502   Liability for contribution.
• .503   Sharing of distributions.
• .504   Interim distributions.
• .505   No distribution on account of dissociation.
• .506   Distribution in kind.
• .507   Right to distribution.
• .508   Limitations on distribution.
• .509   Liability for improper distributions.

Dissociation

• .601   Dissociation as limited partner.
• .602   Effect of dissociation as limited partner.
• .603   Dissociation as general partner.
• .604   Person's power to dissociate as general partner -- Wrongful dissociation.
• .605   Effect of dissociation as general partner.
• .606   Power to bind and liability to partnership before dissolution of person dissociated as general partner.
• .607   Liability to other persons of person dissociated as general partner.

Transferable Interests and Rights of Transferees and Creditors

• .701   Partner's transferable interest.
• .702   Transfer of partner's transferable interest.
• .703   Rights of creditor of partner or transferee.
• .704   Power of estate of deceased partner.

Dissolution

• .801   Nonjudicial dissolution.
• .802   Judicial dissolution.
• .803   Winding up.
• .804   Power of general partner and person dissociated as general partner to bid partnership after dissolution.
• .805   Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
• .806   Known claims against dissolved limited partnership.
• .807   Other claims against dissolved limited partnership.
• .808   Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
• .809   Administrative dissolution.
• .810   Reinstatement following administrative dissolution.
• .811   Appeal from denial of reinstatement.
• .812   Disposition of assets -- When contributions required.

Foreign Limited Partnerships

• .901   Governing law.
• .902   Application for certificate of authority.
• .903   Activities not constituting transacting business.
• .904   Filing of certificate of authority.
• .905   Noncomplying name of foreign limited partnership.
• .906   Revocation of certificate of authority.
• .907   Cancellation of certificate of authority -- Effect of failure to have certificate.
• .908   Changes and amendment to application for certificate of authority.
• .909   Cancellation of certificate of authority by foreign limited partnership.
• .910   Action by Attorney General.