KRS 362.1-903: Conversion of limited partnership to partnership.

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

(a) Notwithstanding a provision to the contrary in a limited partnership

agreement, the terms and conditions of a conversion of a limited partnership

to a partnership shall be approved by all of the partners.

(b) After the conversion is approved by the partners, the limited partnership shall

cancel its certificate of limited partnership and any certificate of assumed

name filed with the Secretary of State.

(c) The conversio n takes effect when the certificate of limited partnership is

canceled.

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

remains liable only as a limited partner for an obligation incurred by the

limited partnership before the conversion takes effect. Except as otherwise

provided in KRS 362.1 -306, the partner is liable as a general partner for an

obligation of the partnership incurred after the conversion takes effect.

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

pursuant to this subsection.

(b) Notwithstanding a provision to the contrary in the operating agreement, the

terms and conditions of a conversion of a limited liability company to a

limited liability partnership shall be approved by all of the members.

(c) After the conversion is approved by the members, the limited liability

company shall file with the Secretary of State a statement of qualification

satisfying the requirements of KRS 362.1 -931(3) and including as well the

name of the predecessor limited liability company and a statement that the

predecessor limited liability company was converted to a limited liability

partnership.

(d) The conversion takes effect upon the effective time and date of the statement

of qualification as provided for in KRS 14A.2-070.

(e) A member who becomes a general partner as a result of a conversion remains

liable only as a member for an obligation incurred by the limited liability

company before the conversion takes effect. Except as otherwise provided in

KRS 362.1-306, a partner is liable as a general partner for an obligation of the

partnership incurred after the conversion takes effect.