{"data":{"id":"us-ky/krs-362.1-902","jurisdiction":"us-ky","citation":"KRS 362.1-902","heading":"Conversion of partnership to limited partnership.","body":"(1) A partnership may be converted to a limited partnership pursuant to this section.\n(2) The terms and conditions of a conversion of a partnership to a limited partnership\nshall be approved by all of the partners or by a number or percentage specified for\nconversion in the partnership agreement.\n(3) After the conversion is approved by the partners, the partnership shall cancel any\nstatement of qualification, statement of partnership authority, or certificate of\nassumed name filed with the Secretary of State an d file a certificate of limited\npartnership in the jurisdiction in which the limited partnership is to be formed. In\naddition to all other requirements, the certificate shall include:\n(a) A statement that the partnership was converted to a limited partners hip from a\npartnership;\n(b) Its former name; and\n(c) A statement of the number of votes cast by the partners for and against the\nconversion and, if the vote is less than unanimous, the number or percentage\nrequired to approve the conversion under the partnership agreement.\n(4) The conversion takes effect when the certificate of limited partnership is filed or at\nany later date specified in the certificate.\n(5) A general partner who becomes a limited partner as a result of the conversion\nremains liable as a general partner for an obligation incurred by the partnership\nbefore the conversion takes effect. If the other party to a transaction with the limited\npartnership reasonably believes when entering the transaction that the limited\npartner is a general partn er, then the limited partner is liable for an obligation\nincurred by the limited partnership within ninety (90) days after the conversion\ntakes effect. The limited partner's liability for all other obligations of the limited\npartnership incurred after the conversion takes effect is that of a limited partner as\nprovided in Subchapter 2 of this chapter.\n(6) A partnership may be converted to a limited liability company as provided in KRS\n275.370.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=34511","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:57Z","sha256":"f98f4cd34b3cb313a48e0e36337ce99139d4c9f280e6494ccc726de4cf86383c","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.1-901","next":"us-ky/krs-362.1-903"},"notice":"GroundRules: Original legal text. Not legal advice."}