KRS 275.370: Conversion of partnership or limited partnership to limited liability

company.

(1) A partnership or limited partnership may be converted to a limited liability company

pursuant to this section.

(2) The terms and conditions of a conversion of a partnership or limited partnership to a

limited liability company shall, in the case of a partnership, be approved by all the

partners or by a number or percentage specified for conversion in the partnership

agreement or, in the case of a limited partnership, by all the partners,

notwithstanding any provision to the contrary in the limited partnership agreement.

(3) After the conversion is approved under subsection (2) of this section, the

partnership or limited partnership shall file articles of organization with the office of

the Secretary of State which satisfy the requirements of KRS 275.025 and include:

(a) A statement that the partnership or limited partnership was converted to a

limited liability company from a partnership or limited partnership, as the case

may be;

(b) Its former name;

(c) In the case of a partnership, a statement of the number of votes cast by the

partners entitled to vote for and against the conversion and, if the vote is less

than unanimous, the number or percentage required to approve th e conversion

under the partnership agreement; and

(d) If the converting partnership has filed a statement of registration as a limited

liability partnership in accordance with KRS 362.555, a statement of

qualification in accordance with KRS 362.1-931, or a statement of partnership

authority, each shall be deemed canceled as of the effective date and time of

the articles of organization as determined in accordance with KRS 275.020;

and

(e) In the case of a limited partnership, the converting limited partners hip's

certificate of limited partnership shall be deemed canceled as of the effective

date and time of the articles of organization as determined in accordance with

KRS 275.020.

(4) The conversion shall take effect when the articles of organization are fil ed with the

office of the Secretary of State or, as provided in KRS 275.020, at a later date

specified in the articles of organization.

(5) A partner or, in the case of a limited partnership, a general partner who becomes a

member of a limited liability company as a result of a conversion shall remain liable

as a partner or general partner for an obligation incurred by the partnership or

limited partnership before the conversion takes effect. If the other party to a

transaction with the limited liability company reasonably believes when entering the

transaction that the member undertaking the transaction is a partner in a partnership

or a general partner in a limited partnership, the member shall be liable for an

obligation incurred by the limited liability company within ninety (90) days after the

conversion takes effect. The partner's or general partner's liability for all other

obligations of the limited liability company incurred after the conversion takes

effect shall be that of a member as provided in t his chapter. A limited partner who

becomes a member as a result of a conversion shall remain liable only as a limited

partner for an obligation incurred by the limited partnership before the conversion

takes effect.