Public-domain · open source
OpenJurist

KRS 362.2-607

Liability to other persons of person dissociated as general partner

Known as the Kentucky Uniform Limited Partnership Act

The act spans §§ 362.2-1001 to 362.2-977 (140 sections).

Effective: July 12, 2006 History: Created 2006 Ky

(1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a limited partnership's obligation incurred before dissociation. Except as otherwise provided in subsections (2) and (3) of this section, the person is not liable for a limited partnership's obligation incurred after dissociation.

(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under KRS 362.2-404 on an obligation incurred by the limited partnership under KRS 362.2-804.

(3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation, only if:

(a) A general partner would be liable on the transaction; and (b) At the time the other party enters into the transaction:

1. Less than two (2) years have passed since the dissociation; and 2. The other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(4) By agreement with the limited partnership's creditor and the limited partnership, a person dissociated as a general partner may be released from liability for a limited partnership's obligation.

(5) A person dissociated as a general partner is released from liability for a limited partnership's obligation if a limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the limited partnership's obligation.

Official source: Kentucky General Assembly. Reproduced from public-domain Kentucky statutes; confirm against the official source for the current text. Not legal advice.