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362.350 Liability of persons continuing the business in certain cases.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
When any new partner is admitted into an existing partnership, or when any
partner retires and assigns (or the representative of the deceased partner
assigns) his rights in partnership property to two (2) or more of the partners, or
to one (1) or more of the partners and one (1) or more third persons, if the
business is continued without liquidation of the partnership affairs, creditors of
the first or dissolved partnership are also creditors of the partnership so
continuing the business.
When all but one (1) partner retire and assign (or the representative of a
deceased partner assigns) their rights in partnership property to the remaining
partner, who continues the business without liquidation of partnership affairs,
either alone or with others, creditors of the dissolved partnership are also
creditors of the person or partnership so continuing the business.
When any partner retires or dies and the business of the dissolved partnership
is continued as set forth in subsections (1) and (2) of this section, with the
consent of the retired partners or the representative of the deceased partner,
but without any assignment of his right in partnership property, rights of
creditors of the dissolved partnership, and of the creditors of the person or
partnership continuing the business shall be as if such assignment had been
made.
When all the partners or their representatives assign their rights in partnership
property to one (1) or more third persons who promise to pay the debts and
who continue the business of the dissolved partnership, creditors of the
dissolved partnership are also creditors of the person or partnership continuing
the business.
When any partner wrongfully causes a dissolution and the remaining partners
continue the business under the provisions of paragraph (b) of subsection (2)
of KRS 362.335, either alone or with others, and without liquidation of the
partnership affairs, creditors of the dissolved partnership are also creditors of
the person or partnership continuing the business.
When a partner is expelled and the remaining partners continue the business
either alone or with others, without liquidation of the partnership affairs,
creditors of the dissolved partnership are also creditors of the person or
partnership continuing the business.
The liability of a third person becoming a partner in the partnership continuing
the business, under this section, to the creditors of the dissolved partnership
shall be satisfied out of partnership property only.
When the business of a partnership after dissolution is continued under any
conditions set forth in this section the creditors of the dissolved partnership, as
against the separate creditors of the retiring or deceased partner or the
representative of the deceased partner, have a prior right to any claim of the
retired partner or the representative of the deceased partner against the person
or partnership continuing the business, on account of the retired or deceased
partner's interest in the dissolved partnership or on account of any
consideration promised for such interest or for his right in partnership property.
Nothing in this section shall be held to modify any right of creditors to set aside
any assignment on the ground of fraud.
(10) The use by the person or partnership continuing the business of the
partnership name, or the name of a deceased partner as part thereof, shall not
of itself make the individual property of the deceased partner liable for any
debts contracted by such person or partnership.
Effective:June 26, 2007
History: Repeal the prior repeal contained in 2006 Ky. Acts ch. 149, sec. 239,
which was to have been effective January 1, 2008, 2007 Ky. Acts ch. 137,
sec. 180, effective June 26, 2007. -- Repealed 2006 Ky. Acts ch. 149, sec. 239,
effective January 1, 2008. -- Created 1954 Ky. Acts ch. 38, sec. 41, effective
June 17, 1954.
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