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362.350 Liability of persons continuing the business in certain cases.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
When any new partner is admitted into an existing partnership, or when any partner
retires and assigns (or the representative of the deceased partner assigns) his rights
in partnership property to two (2) or more of the partners, or to one (1) or more of
the partners and one (1) or more third persons, if the business is continued without
liquidation of the partnership affairs, creditors of the first or dissolved partnership
are also creditors of the partnership so continuing the business.
When all but one (1) partner retire and assign (or the representative of a deceased
partner assigns) their rights in partnership property to the remaining partner, who
continues the business without liquidation of partnership affairs, either alone or
with others, creditors of the dissolved partnership are also creditors of the person or
partnership so continuing the business.
When any partner retires or dies and the business of the dissolved partnership is
continued as set forth in subsections (1) and (2) of this section, with the consent of
the retired partners or the representative of the deceased partner, but without any
assignment of his right in partnership property, rights of creditors of the dissolved
partnership, and of the creditors of the person or partnership continuing the business
shall be as if such assignment had been made.
When all the partners or their representatives assign their rights in partnership
property to one (1) or more third persons who promise to pay the debts and who
continue the business of the dissolved partnership, creditors of the dissolved
partnership are also creditors of the person or partnership continuing the business.
When any partner wrongfully causes a dissolution and the remaining partners
continue the business under the provisions of paragraph (b) of subsection (2) of
KRS 362.335, either alone or with others, and without liquidation of the partnership
affairs, creditors of the dissolved partnership are also creditors of the person or
partnership continuing the business.
When a partner is expelled and the remaining partners continue the business either
alone or with others, without liquidation of the partnership affairs, creditors of the
dissolved partnership are also creditors of the person or partnership continuing the
business.
The liability of a third person becoming a partner in the partnership continuing the
business, under this section, to the creditors of the dissolved partnership shall be
satisfied out of partnership property only.
When the business of a partnership after dissolution is continued under any
conditions set forth in this section the creditors of the dissolved partnership, as
against the separate creditors of the retiring or deceased partner or the representative
of the deceased partner, have a prior right to any claim of the retired partner or the
representative of the deceased partner against the person or partnership continuing
the business, on account of the retired or deceased partner's interest in the dissolved
partnership or on account of any consideration promised for such interest or for his
right in partnership property.
Nothing in this section shall be held to modify any right of creditors to set aside any
assignment on the ground of fraud.
(10) The use by the person or partnership continuing the business of the partnership
name, or the name of a deceased partner as part thereof, shall not of itself make the
individual property of the deceased partner liable for any debts contracted by such
person or partnership.
Effective: June 26, 2007
History: Repeal the prior repeal contained in 2006 Ky. Acts ch. 149, sec. 239, which
was to have been effective January 1, 2008, 2007 Ky. Acts ch. 137, sec. 180,
effective June 26, 2007. -- Repealed 2006 Ky. Acts ch. 149, sec. 239, effective
January 1, 2008. -- Created 1954 Ky. Acts ch. 38, sec. 41, effective June 17, 1954.
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