KRS 362.1-902: Conversion of partnership to limited partnership.

(1) A partnership may be converted to a limited partnership pursuant to this section.

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

shall be approved by all of the partners or by a number or percentage specified for

conversion in the partnership agreement.

(3) After the conversion is approved by the partners, the partnership shall cancel any

statement of qualification, statement of partnership authority, or certificate of

assumed name filed with the Secretary of State an d file a certificate of limited

partnership in the jurisdiction in which the limited partnership is to be formed. In

addition to all other requirements, the certificate shall include:

(a) A statement that the partnership was converted to a limited partners hip from a

partnership;

(b) Its former name; and

(c) A statement of the number of votes cast by the partners for and against the

conversion and, if the vote is less than unanimous, the number or percentage

required to approve the conversion under the partnership agreement.

(4) The conversion takes effect when the certificate of limited partnership is filed or at

any later date specified in the certificate.

(5) A general partner who becomes a limited partner as a result of the conversion

remains liable as a general partner for an obligation incurred by the partnership

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

partnership reasonably believes when entering the transaction that the limited

partner is a general partn er, then the limited partner is liable for an obligation

incurred by the limited partnership within ninety (90) days after the conversion

takes effect. The limited partner's liability for all other obligations of the limited

partnership incurred after the conversion takes effect is that of a limited partner as

provided in Subchapter 2 of this chapter.

(6) A partnership may be converted to a limited liability company as provided in KRS

275.370.