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362.2-404 General partner's liability.
(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 <br>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 <br>admission as a general partner.
(3) An obligation of a limited partnership incurred while the limited partnership is a
limited liability limited partnership, whether arising in contract, tort, or otherwise, is <br>solely the obligation of the limited partnership. A general partner is not personally <br>liable, directly or indirectly, by way of indemnification, contribution, assessment, or <br>otherwise, for such an obligation solely by reason of being or acting as a general <br>partner. This subsection applies despite anything inconsistent in the partnership <br>agreement that existed immediately before the consent required to become a limited <br>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 15, 2010 <br>History: Amended 2010 Ky. Acts ch. 133, sec. 62, effective July 15, 2010. -- Created
2006 Ky. Acts ch. 149, sec. 124, effective July 12, 2006.
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