2011 Kentucky Revised Statutes Subchapter 2 Kentucky Uniform Limited Partnership Act (2006) 362.2.1112 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
KY Rev Stat § 362.2.1112 (1996 through Reg Sess) What's This?
362.2-1112 Power of general partners and persons dissociated as general partners
to bind organization after conversion or merger.
(1)
(2)
(3)
An act of a person who immediately before a conversion or merger became
effective was a general partner in a converting or constituent limited partnership
binds the converted or surviving organization after the conversion or merger
becomes effective if:
(a) Before the conversion or merger became effective, the act would have bound
the converting or constituent limited partnership under KRS 362.2-402; and
(b) At the time the third party enters into the transaction, the third party:
1.
Does not have notice of the conversion or merger; and
2.
Reasonably believes that the converted or surviving business is the
converting or constituent limited partnership and that the person is a
general partner in the converting or constituent limited partnership.
An act of a person who before a conversion or merger became effective was
dissociated as a general partner from a converting or constituent limited partnership
binds the converted or surviving organization after the conversion or merger
becomes effective if:
(a) Before the conversion or merger became effective, the act would have bound
the converting or constituent limited partnership under KRS 362.2-402 if the
person had been a general partner; and
(b) At the time the third party enters into the transaction, less than two (2) years
have passed since the person dissociated as a general partner and the third
party:
1.
Does not have notice of the dissociation;
2.
Does not have notice of the conversion or merger; and
3.
Reasonably believes that the converted or surviving organization is the
converting or constituent limited partnership and that the person is a
general partner in the converting or constituent limited partnership.
If a person having knowledge of the conversion or merger causes a converted or
surviving organization to incur an obligation under subsection (1) or (2) of this
section, then the person is liable:
(a) To the converted or surviving organization for any damage caused to the
organization arising from the obligation; and
(b) If another person is liable for the obligation, to that other person for any
damage caused to that other person arising from that liability.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 187, effective July 12, 2006.
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