{"data":{"id":"us-ky/krs-362.2-601","jurisdiction":"us-ky","citation":"KRS 362.2-601","heading":"Dissociation as limited partner.","body":"(1) A person does not have a right to dissociate as a limited partner before the\ntermination of the limited partnership.\n(2) A person is dissociated from a limited partnership as a limited partner upon the\noccurrence of any of the following events:\n(a) The lim ited partnership's having notice of the person's express will to\nwithdraw as a limited partner or on a later date specified by the person;\n(b) An event agreed to in the partnership agreement as causing the person's\ndissociation as a limited partner;\n(c) The person's expulsion as a limited partner pursuant to the partnership\nagreement;\n(d) The person's expulsion as a limited partner by the unanimous consent of the\nother partners if:\n1. It is unlawful to carry on the limited partnership's activities with that\nperson as a limited partner;\n2. There has been a transfer of all of the person's transferable interest in the\nlimited partnership, other than a transfer for security purposes, or a court\norder charging the person's interest, which has not been foreclosed;\n3. The person is a corporation and, within ninety (90) days after the limited\npartnership notifies the person that it will be expelled as a limited\npartner because it has filed a certificate of dissolution or the equivalent,\nits charter has been revoked, or its right to conduct business has been\nsuspended by the jurisdiction of its incorporation, there is no revocation\nof the certificate of dissolution or no reinstatement of its charter or its\nright to conduct business; or\n4. The person is a limited liabil ity company or partnership that has been\ndissolved and whose business is being wound up;\n(e) On application by the limited partnership, the person's expulsion as a limited\npartner by judicial determination because:\n1. The person engaged in wrongful conduct  that adversely and materially\naffected the limited partnership's activities;\n2. The person willfully or persistently committed a material breach of the\npartnership agreement or of the obligation of good faith and fair dealing\nunder KRS 362.2-305(2); or\n3. The person engaged in conduct relating to the limited partnership's\nactivities which makes it not reasonably practicable to carry on the\nactivities with the person as limited partner;\n(f) In the case of a person who is an individual, the person's death;\n(g) In the case of a person that is a trust or is acting as a limited partner by virtue\nof being a trustee of a trust, distribution of the trust's entire transferable\ninterest in the limited partnership, but not merely by reason of the substitution\nof a successor trustee;\n(h) In the case of a person that is an estate or is acting as a limited partner by\nvirtue of being a personal representative of an estate, distribution of the\nestate's entire transferable interest in the limited partnership, but not merely by\nreason of the substitution of a successor personal representative;\n(i) Termination of a limited partner that is not an individual, partnership, limited\nliability company, corporation, trust, or estate;\n(j) The limited partnership's participation in a me rger or conversion under KRS\n362.2-951 to 362.2-963, if the limited partnership:\n1. Is not the converted or surviving entity; or\n2. Is the converted or surviving entity but, as a result of the conversion or\nmerger, the person ceases to be a limited partner.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=34600","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:58Z","sha256":"c2b82884647498fff91b537acaa870b6572dd5e32ad893fed518f50f09b8ba74","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.2-509","next":"us-ky/krs-362.2-602"},"notice":"GroundRules: Original legal text. Not legal advice."}