{"data":{"id":"us-ky/krs-275.370","jurisdiction":"us-ky","citation":"KRS 275.370","heading":"Conversion of partnership or limited partnership to limited liability","body":"company.\n(1) A partnership or limited partnership may be converted to a limited liability company\npursuant to this section.\n(2) The terms and conditions of a conversion of a partnership or limited partnership to a\nlimited liability company shall, in the case of a partnership, be approved by all the\npartners or by a number or percentage specified for conversion in the partnership\nagreement or, in the case of a limited partnership, by all the partners,\nnotwithstanding any provision to the contrary in the limited partnership agreement.\n(3) After the conversion is approved under subsection (2) of this section, the\npartnership or limited partnership shall file articles of organization with the office of\nthe Secretary of State which satisfy the requirements of KRS 275.025 and include:\n(a) A statement that the partnership or limited partnership was converted to a\nlimited liability company from a partnership or limited partnership, as the case\nmay be;\n(b) Its former name;\n(c) In the case of a partnership, a statement of the number of votes cast by the\npartners entitled to vote for and against the conversion and, if the vote is less\nthan unanimous, the number or percentage required to approve th e conversion\nunder the partnership agreement; and\n(d) If the converting partnership has filed a statement of registration as a limited\nliability partnership in accordance with KRS 362.555, a statement of\nqualification in accordance with KRS 362.1-931, or a statement of partnership\nauthority, each shall be deemed canceled as of the effective date and time of\nthe articles of organization as determined in accordance with KRS 275.020;\nand\n(e) In the case of a limited partnership, the converting limited partners hip's\ncertificate of limited partnership shall be deemed canceled as of the effective\ndate and time of the articles of organization as determined in accordance with\nKRS 275.020.\n(4) The conversion shall take effect when the articles of organization are fil ed with the\noffice of the Secretary of State or, as provided in KRS 275.020, at a later date\nspecified in the articles of organization.\n(5) A partner or, in the case of a limited partnership, a general partner who becomes a\nmember of a limited liability company as a result of a conversion shall remain liable\nas a partner or general partner for an obligation incurred by the partnership or\nlimited partnership before the conversion takes effect. If the other party to a\ntransaction with the limited liability company reasonably believes when entering the\ntransaction that the member undertaking the transaction is a partner in a partnership\nor a general partner in a limited partnership, the member shall be liable for an\nobligation incurred by the limited liability company within ninety (90) days after the\nconversion takes effect. The partner's or general partner's liability for all other\nobligations of the limited liability company incurred after the conversion takes\neffect shall be that of a member as provided in t his chapter. A limited partner who\nbecomes a member as a result of a conversion shall remain liable only as a limited\npartner for an obligation incurred by the limited partnership before the conversion\ntakes effect.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13904","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"eb1ae2db938263cdb41eec91a82501c31fef54738a206b37e0862f4e145e4b57","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.365","next":"us-ky/krs-275.372"},"notice":"GroundRules: Original legal text. Not legal advice."}