{"data":{"id":"us-ky/krs-362.2-961","jurisdiction":"us-ky","citation":"KRS 362.2-961","heading":"Liability of general partner after conversion or merger.","body":"(1) A conversion or merger under KRS 362.2 -951 to 362.2-963 does not discharge any\nliability under KRS 362.2-404 and 362.2-607 of a person that was a general partner\nin or dissociated as a general partner from a converting or constituent limited\npartnership, but:\n(a) The provisions of this subchapter pertaining to the collection or discharge of\nthat liability continue to apply to that liability;\n(b) For the purposes of applying those provisions, the converted or surviving\norganization is deemed to be the converting or constituent limited partnership;\nand\n(c) If a person is required to pay any amount under this subsection, then:\n1. The person has a right of contribution from each other person that was\nliable as a general partner under KRS 362.2 -404 when the oblig ation\nwas incurred and has not been released from that obligation under KRS\n362.2-607; and\n2. The contribution due from each of those persons is in proportion to the\nright to receive distributions in the capacity of general partner in effect\nfor each of those persons when the obligation was incurred.\n(2) In addition to any other liability provided by law:\n(a) A person who immediately before a conversion or merger became effective\nwas a general partner in a converting or constituent limited partnership that\nwas not a limited liability limited partnership is personally liable for each\nobligation of the converted or surviving organization arising from a\ntransaction with a third party after the conversion or merger becomes effective\nif, at the time the third party enters into the transaction, the third party;\n1. Does not have notice of the conversion or merger; and\n2. Reasonably believes that:\na. The converted or surviving business is the converting or\nconstituent limited partnership;\nb. The converting or constit uent limited partnership is not a limited\nliability limited partnership; and\nc. The person is a general partner in the converting or constituent\nlimited partnership; and\n(b) A person who was dissociated as a general partner from a converting or\nconstituent limited partnership before the conversion or merger became\neffective is personally liable for each obligation of the converted or surviving\norganization arising from a trans action with a third party after the conversion\nor merger becomes effective if:\n1. Immediately before the conversion or merger became effective, the\nconverting or surviving limited partnership was a not a limited liability\nlimited partnership; and\n2. At the time the third party enters into the transaction, less than two (2)\nyears have passed since the person dissociated as a general partner and\nthe third party:\na. Does not have notice of the dissociation;\nb. Does not have notice of the conversion or merger; and\nc. Reasonably believes that the converted or surviving organization is\nthe converting or constituent limited partnership, the converting or\nconstituent limited partnership is not a limited liability limited\npartnership, and the person is a general partner in the converting or\nconstituent limited partnership.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=41528","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:59Z","sha256":"f79af74f10b4a11793b103743cf92c99ff9ac98984c939b4c0a801da77a28919","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.2-960","next":"us-ky/krs-362.2-962"},"notice":"GroundRules: Original legal text. Not legal advice."}