{"data":{"id":"us-ky/krs-362.1-903","jurisdiction":"us-ky","citation":"KRS 362.1-903","heading":"Conversion of limited partnership to partnership.","body":"(1) A limited partnership may be converted to a partnership pursuant to this subsection.\n(a) Notwithstanding a provision to the contrary in a limited partnership\nagreement, the terms and conditions of a conversion of a limited partnership\nto a partnership shall be approved by all of the partners.\n(b) After the conversion is approved by the partners, the limited partnership shall\ncancel its certificate of limited partnership and any certificate of assumed\nname filed with the Secretary of State.\n(c) The conversio n takes effect when the certificate of limited partnership is\ncanceled.\n(d) A limited partner who becomes a general partner as a result of the conversion\nremains liable only as a limited partner for an obligation incurred by the\nlimited partnership before the conversion takes effect. Except as otherwise\nprovided in KRS 362.1 -306, the partner is liable as a general partner for an\nobligation of the partnership incurred after the conversion takes effect.\n(2) (a) A limited liability company may be converted to a limited liability partnership\npursuant to this subsection.\n(b) Notwithstanding a provision to the contrary in the operating agreement, the\nterms and conditions of a conversion of a limited liability company to a\nlimited liability partnership shall be approved by all of the members.\n(c) After the conversion is approved by the members, the limited liability\ncompany shall file with the Secretary of State a statement of qualification\nsatisfying the requirements of KRS 362.1 -931(3) and including as well the\nname of the predecessor limited liability company and a statement that the\npredecessor limited liability company was converted to a limited liability\npartnership.\n(d) The conversion takes effect upon the effective time and date of the statement\nof qualification as provided for in KRS 14A.2-070.\n(e) A member who becomes a general partner as a result of a conversion remains\nliable only as a member for an obligation incurred by the limited liability\ncompany before the conversion takes effect. Except as otherwise  provided in\nKRS 362.1-306, a partner is liable as a general partner for an obligation of the\npartnership incurred after the conversion takes effect.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40457","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:57Z","sha256":"9560d709502462f21dbde562607156da00735c2f1e71aca9328347b787f4415b","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.1-902","next":"us-ky/krs-362.1-904"},"notice":"GroundRules: Original legal text. Not legal advice."}