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362.601
Circumstances preventing distribution -- Liability for unlawful
distribution.
(1)
(2)
(3)
(4)
A registered limited liability partnership shall not make a distribution to the extent
that at the time of the distribution and after giving effect to the distribution, all
liabilities for the registered limited liability partnership exceed the fair value of the
assets of the registered limited liability partnership, other than liabilities to partners
or transferees on account of their transferable interest in liabilities for which the
recourse of creditors is limited to specified property. The fair value of property that
is subject to a liability for which the recourse of partners is limited shall be included
in the assets of the registered limited liability partnership only to the extent that the
fair value of that property exceeds that liability.
A partner or transferee of a registered limited liability partnership who receives a
distribution in violation of subsection (1) of this section is liable to the partnership
for the amount of that distribution. A proceeding under this section shall be barred
unless it is commenced within two (2) years after the date on which the distribution
is paid to the partner or transferee.
This section does not affect any obligation or liability of a partner or transferee of a
registered limited liability partnership under an agreement or other applicable law
for the amount of a distribution.
For purposes of this section, the term "distribution" does not include amounts
constituting reasonable compensation for present or past services or reasonable
payments made in the ordinary course of business pursuant to a bona fide retirement
plan or other benefits program.
Effective: July 15, 2010
History: Created 2010 Ky. Acts ch. 133, sec. 4, effective July 15, 2010.
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