There is a newer version of the Kentucky Revised Statutes
2009 Kentucky Revised Statutes
Subchapter 2 Kentucky Uniform Limited Partnership Act (2006)
362.2.601 Dissociation as limited partner.
Download pdf(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its charter has been revoked, or its right to conduct business has been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; Page 2 of 2 (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 362.2-1101 to 362.2-1113, 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.
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