KRS 386A.7-060: Conversion of partnership or limited partnership to statutory trust.

(1) An entity other than a corporation governed as to its internal affairs by KRS Chapter

273 or a nonprofit limited liability company may be converted to a statutory trust

pursuant to this section.

(2) The terms and conditions of a conversion shall be approved:

(a) In the case of a partnership or a limited partnership, by all of the partners

notwithstanding any provision to the contrary in the partnership agreement;

(b) In the case of a limited liability company, by all of the members

notwithstanding any provision to the contrary in the operating agreement; and

(c) In the case of a corporation, by such action of the board of directors as would

be required to approve a merger and, notwithstanding any provision to the

contrary in the articles of incorporation , bylaws, or other agreement, all of the

shareholders.

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

organization shall deliver to the Secretary of State for filing a certificate of trust

which satisfies the requirements of KRS 386A.2-010 and includes as well:

(a) A statement that the converting organization was converted to a statutory

trust;

(b) The former name of the converting organization;

(c) The form of organization of the converting organization prior to t he

conversion; and

(d) A statement that the conversion was approved in accordance with subsection

(2) of this section.

(4) In the case of a converting partnership that has filed a statement of registration as a

limited liability partnership in accordance w ith KRS 362.555 or a statement of

qualification in accordance with KRS 362.1 -931, each shall be deemed canceled as

of the effective date and time of the certificate of trust as determined in accordance

with KRS 14A.2-070.

(5) In the case of a converting li mited partnership, the limited partnership's certificate

of limited partnership shall be deemed canceled as of the effective date and time of

the certificate of trust as determined in accordance with KRS 14A.2-070.

(6) In the case of a converting limited l iability company, its articles of organization

shall be deemed canceled as of the effective time and date of the certificate of trust

as determined in accordance with KRS 14A.2-070.

(7) In the case of a converting corporation, its articles of incorporation shall be deemed

canceled as of the effective time and date of the certificate of trust as determined in

accordance with KRS 14A.2-070.

(8) The conversion shall ta ke effect when the certificate of trust is filed with the office

of the Secretary of State or, as provided in KRS 14A.2 -070, at a later date specified

in the certificate of trust.

(9) A partner or, in the case of a limited partnership, a general partner, w ho becomes a

beneficial owner of a statutory trust 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.