{"data":{"id":"us-ky/krs-362.2-962","jurisdiction":"us-ky","citation":"KRS 362.2-962","heading":"Power of general partners and persons dissociated as general partners to","body":"bind organization after conversion or merger.\n(1) An act of a person who immediately before a conversion or merger became\neffective was a general partner in a converting or con stituent limited partnership\nbinds the converted or surviving organization after the conversion or merger\nbecomes effective if:\n(a) Before the conversion or merger became effective, the act would have bound\nthe converting or constituent limited partnership under KRS 362.2-402; and\n(b) 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 the converted or surviving business is the\nconverting or constituen t limited partnership and that the person is a\ngeneral partner in the converting or constituent limited partnership.\n(2) An act of a person who before a conversion or merger became effective was\ndissociated as a general partner from a converting or constit uent limited partnership\nbinds the converted or surviving organization after the conversion or merger\nbecomes effective if:\n(a) Before the conversion or merger became effective, the act would have bound\nthe converting or constituent limited partnership und er KRS 362.2 -402 if the\nperson had been a general partner; and\n(b) At the time the third party enters into the transaction, less than two (2) years\nhave passed since the person dissociated as a general partner and the third\nparty:\n1. Does not have notice of the dissociation;\n2. Does not have notice of the conversion or merger; and\n3. Reasonably believes that the converted or surviving organization is the\nconverting or constituent limited partnership and that the person is a\ngeneral partner in the converting or constituent limited partnership.\n(3) If a person having knowledge of the conversion or merger causes a converted or\nsurviving organization to incur an obligation under subsection (1) or (2) of this\nsection, then the person is liable:\n(a) To the converted or surviving organization for any damage caused to the\norganization arising from the obligation; and\n(b) If another person is liable for the obligation, to that other person for any\ndamage caused to that other person arising from that liability.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=41530","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:59Z","sha256":"e0e7e8d7fca4afd1aee62efe0055b98cdc422fc5ea4e1beae32698688b41ddf4","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.2-961","next":"us-ky/krs-362.2-963"},"notice":"GroundRules: Original legal text. Not legal advice."}