KRS 362.2-605: Effect of dissociation as general partner.

Upon a person's dissociation as a general partner:

(1) The person's right to participate as a general partner in the management and conduct

of the partnership's activities terminates;

(2) The person's duty of loyalty as a general partner under KRS 362.2 -408(2)(c)

terminates;

(3) The person's duty of loyalty as a general partner under KRS 362.2 -408(2)(a) and

(2)(b) and duty of care under KRS 362.2 -408(3) continue only with regard to

matters arising and events occurring before the person's dissociation as a g eneral

partner;

(4) The person may sign and deliver to the Secretary of State for filing a statement of

dissociation pertaining to the person and, at the request of the limited partnership,

shall sign an amendment to the certificate of limited partnership which states that

the person has dissociated;

(5) Subject to KRS 362.2 -704 and 362.2 -951 to 362.2 -963, any transferable interest

owned by the person immediately before dissociation in the person's capacity as a

general partner is owned by the person as a mere transferee; and

(6) The dissociation does not of itself discharge the person from any obligation to the

limited partnership or the other partners which the person incurred while a general

partner.