275.370 Conversion of partnership or limited partnership to limited liability
company.
(1)
(2)
(3)
(4)
(5)
A partnership or limited partnership may be converted to a limited liability company
pursuant to this section.
The terms and conditions of a conversion of a partnership or limited partnership to a
limited liability company shall, in the case of a partnership, be approved by all the
partners or by a number or percentage specified for conversion in the partnership
agreement or, in the case of a limited partnership, by all the partners,
notwithstanding any provision to the contrary in the limited partnership agreement.
After the conversion is approved under subsection (2) of this section, the
partnership or limited partnership shall file articles of organization with the office of
the Secretary of State which satisfy the requirements of KRS 275.025 and include:
(a) A statement that the partnership or limited partnership was converted to a
limited liability company from a partnership or limited partnership, as the case
may be;
(b) Its former name;
(c) In the case of a partnership, a statement of the number of votes cast by the
partners entitled to vote for and against the conversion and, if the vote is less
than unanimous, the number or percentage required to approve the conversion
under the partnership agreement; and
(d) If the converting partnership has filed a statement of registration as a limited
liability partnership in accordance with KRS 362.555, a statement of
qualification in accordance with KRS 362.1-1001, or a statement of
partnership authority, each shall be deemed canceled as of the effective date
and time of the articles of organization as determined in accordance with KRS
275.020; and
(e) In the case of a limited partnership, the converting limited partnership's
certificate of limited partnership shall be deemed canceled as of the effective
date and time of the articles of organization as determined in accordance with
KRS 275.020.
The conversion shall take effect when the articles of organization are filed with the
office of the Secretary of State or, as provided in KRS 275.020, at a later date
specified in the articles of organization.
A partner or, in the case of a limited partnership, a general partner who becomes a
member of a limited liability company as a result of a conversion shall remain liable
as a partner or general partner for an obligation incurred by the partnership or
limited partnership before the conversion takes effect. If the other party to a
transaction with the limited liability company reasonably believes when entering the
transaction that the member undertaking the transaction is a partner in a partnership
or a general partner in a limited partnership, the member shall be liable for an
obligation incurred by the limited liability company within ninety (90) days after the
conversion takes effect. The partner's or general partner's liability for all other
obligations of the limited liability company incurred after the conversion takes
effect shall be that of a member as provided in this chapter. A limited partner who
becomes a member as a result of a conversion shall remain liable only as a limited
partner for an obligation incurred by the limited partnership before the conversion
takes effect.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 124, effective July 15,
2010; and amended ch. 133, sec. 43, effective July 15, 2010. -- Amended 2007 Ky.
Acts ch. 137, sec. 124, effective June 26, 2007. -- Created 1994 Ky. Acts ch. 389,
sec. 74, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). This section was amended by
2010 Ky. Acts ch. 133, and repealed and reenacted by 2010 Ky. Acts ch. 51.
Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that
the repeal and reenactment not serve to void the amendment, and these Acts do not
appear to be in conflict; therefore, they have been codified together.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which
reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed
effective as of June 26, 2007, and those provisions are hereby made expressly
retroactive to that date, with the remainder of the text of those sections being
unaffected by the provisions of this section."
Legislative Research Commission Note (6/26/2007). 2007 Ky. Acts ch. 137, sec. 124,
subsection (3)(d) cited "Section 146 of this Act." It is apparent from context that the
section referred to should have been Section 145 of the Act, KRS 362.555. The
Reviser of Statutes has made this change under the authority of KRS 7.136.
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