2012 Kentucky Revised Statutes
CHAPTER 362 PARTNERSHIPS
SUBCHAPTER 2 Kentucky Uniform Limited Partnership Act (2006)
2.1105 Effect of conversion.
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<![CDATA[362.2-1105 Effect of conversion.
(1)
(2)
(3)
(4)
An organization that has been converted pursuant to KRS 362.2-1101 to 362.2-1113
is for all purposes the same entity that existed before the conversion.
When a conversion takes effect:
(a) All property and contract rights owned by, and all rights, privileges, and
immunities of, the converting organization shall remain vested in the
converted organization without assignment, reversion, or impairment;
(b) All obligations of the converting organization shall continue as obligations of
the converted organization;
(c) An action or proceeding pending against the converting organization may be
continued as if the conversion had not occurred, and the name of the
converted organization may be substituted in any pending action or
proceeding for the name of the converting organization; and
(d) Any written organization documents of the converted organization shall be
binding upon each person who becomes a partner or member in the converted
organization.
A converted organization that is a foreign entity consents to the jurisdiction of the
courts of this Commonwealth to enforce any obligation owed by the converting
organization if, before the conversion, the converting organization was subject to
suit in this Commonwealth on that obligation. A converted organization that is a
foreign entity and not authorized to transact business in this Commonwealth
appoints the Secretary of State as its agent for service of process for purposes of
enforcing an obligation under this subsection. Service on the Secretary of State
under this subsection is made in the same manner and with the same consequences
as in KRS 14A.9-060(4).
A person who becomes a general partner in a limited partnership that is not a
limited liability limited partnership as a result of a conversion shall be personally
liable as a general partner for only those obligations incurred by the limited
partnership after the conversion takes effect.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 20, effective June 8, 2011. -- Amended
2010 Ky. Acts ch. 151, sec. 150, effective January 1, 2011. -- Created 2006 Ky. Acts
ch. 149, sec. 180, effective July 12, 2006.
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