2013 Kentucky Revised Statutes CHAPTER 362 - PARTNERSHIPS Subchapter 2 - Kentucky Uniform Limited Partnership Act (2006) 2.2-962 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
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362.2-962 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.
Formerly codified as KRS 362.2-1112.
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