362.2-404 General partner's liability.
(1)
(2)
(3)
(4)
Except as otherwise provided in subsections (2) and (3) of this section, all general
partners are liable jointly and severally for all obligations of the limited partnership
unless otherwise agreed by the claimant or provided by law.
A person admitted as a general partner into an existing limited partnership is not
personally liable for any limited partnership obligation incurred before the person's
admission as a general partner.
An obligation of a limited partnership incurred while the limited partnership is a
limited liability limited partnership, whether arising in contract, tort, or otherwise, is
solely the obligation of the limited partnership. A general partner is not personally
liable, directly or indirectly, by way of indemnification, contribution, assessment, or
otherwise, for such an obligation solely by reason of being or acting as a general
partner. This subsection applies despite anything inconsistent in the partnership
agreement that existed immediately before the consent required to become a limited
liability limited partnership under KRS 362.2-406(2)(b).
Subsection (3) of this section shall not affect the liability of a general partner for his
or her own negligence, wrongful acts, or misconduct.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 133, sec. 62, effective July 15, 2010. -- Created
2006 Ky. Acts ch. 149, sec. 124, effective July 12, 2006.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.