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386A.7-060 Conversion of partnership or limited partnership to statutory
trust.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
An entity other than a corporation governed as to its internal affairs by KRS
Chapter 273 or a nonprofit limited liability company may be converted to a
statutory trust pursuant to this section.
The terms and conditions of a conversion shall be approved:
(a) In the case of a partnership or a limited partnership, by all of the partners
notwithstanding any provision to the contrary in the partnership
agreement;
(b) In the case of a limited liability company, by all of the members
notwithstanding any provision to the contrary in the operating agreement;
and
(c) In the case of a corporation, by such action of the board of directors as
would be required to approve a merger and, notwithstanding any
provision to the contrary in the articles of incorporation, bylaws, or other
agreement, all of the shareholders.
After the conversion is approved under subsection (2) of this section, the
converting organization shall deliver to the Secretary of State for filing a
certificate of trust which satisfies the requirements of KRS 386A.2-010 and
includes as well:
(a) A statement that the converting organization was converted to a statutory
trust;
(b) The former name of the converting organization;
(c) The form of organization of the converting organization prior to the
conversion; and
(d) A statement that the conversion was approved in accordance with
subsection (2) of this section.
In the case of a converting partnership that has filed a statement of registration
as a limited liability partnership in accordance with KRS 362.555 or a statement
of qualification in accordance with KRS 362.1-931, each shall be deemed
canceled as of the effective date and time of the certificate of trust as
determined in accordance with KRS 14A.2-070.
In the case of a converting limited partnership, the limited partnerships
certificate of limited partnership shall be deemed canceled as of the effective
date and time of the certificate of trust as determined in accordance with KRS
14A.2-070.
In the case of a converting limited liability company, its articles of organization
shall be deemed canceled as of the effective time and date of the certificate of
trust as determined in accordance with KRS 14A.2-070.
In the case of a converting corporation, its articles of incorporation shall be
deemed canceled as of the effective time and date of the certificate of trust as
determined in accordance with KRS 14A.2-070.
The conversion shall take effect when the certificate of trust is filed with the
office of the Secretary of State or, as provided in KRS 14A.2-070, at a later
date specified in the certificate of trust.
(9)
A partner or, in the case of a limited partnership, a general partner, who
becomes a beneficial owner of a statutory trust 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.
Effective:July 12, 2012
History: Created 2012 Ky. Acts ch. 81, sec. 61, effective July 12, 2012.
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