KRS 362.2-801: Nonjudicial dissolution.

Except as otherwise provided in KRS 362.2 -802, a limited partnership is dissolved, and

its activities shall be wound up, only upon the occurrence of any of the following:

(1) The happening of an event specified in the partnership agreement;

(2) The consent of all general partners and of all limited partners;

(3) After the dissociation of a person as a general partner:

(a) If the limited partnership has at least one (1) remaining general partner, the

consent to dissolve the limited partnership given within n inety (90) days after

the dissociation by partners owning a majority of the rights to receive

distributions as partners at the time the consent is to be effective; or

(b) If the limited partnership does not have a remaining general partner, the

passage of ninety (90) days after the dissociation, unless before the end of that

period:

1. Consent to continue the activities of the limited partnership and admit at

least one (1) general partner is given by limited partners owning a

majority of the rights to recei ve distributions as limited partners at the

time the consent is to be effective; and

2. At least one (1) person is admitted as a general partner in accordance

with that consent;

(4) The passage of ninety (90) days after the dissociation of the limited part nership's

last limited partner, unless before the end of that period the limited partnership

admits at least one (1) limited partner;

(5) The administrative dissolution of the limited partnership by the Secretary of State

under KRS 14A.7-010 or predecessor law; or

(6) Except as provided in subsection (3) or (4) of this section, the same person shall not

be both the only general partner and the only limited partner.