{"data":{"id":"us-ky/krs-362.350","jurisdiction":"us-ky","citation":"KRS 362.350","heading":"Liability of persons continuing the business in certain cases.","body":"(1) When any new partner is admitted into an existing partnership, or when any partner\nretires and assigns (or the representative of the deceased partner assigns) his rights\nin partnership property to two (2)  or more of the partners, or to one (1) or more of\nthe partners and one (1) or more third persons, if the business is continued without\nliquidation of the partnership affairs, creditors of the first or dissolved partnership\nare also creditors of the partnership so continuing the business.\n(2) When all but  one (1) partner retire and assign (or the representative of a deceased\npartner assigns) their rights in partnership property to the remaining partner, who\ncontinues the business without liquidation of partnership affairs, either alone or\nwith others, creditors of the dissolved partnership are also creditors of the person or\npartnership so continuing the business.\n(3) When any partner retires or dies and the business of the dissolved partnership is\ncontinued as set forth in subsections (1) and (2) of this section, with the consent of\nthe retired partners or the representative of the deceased partner, but without any\nassignment of his right in partnership property, rights of creditors of the dissolved\npartnership, and of the creditors of the person or partnership continuing the business\nshall be as if such assignment had been made.\n(4) When all the partners or their representatives assign their rights in partnership\nproperty to one (1) or more third persons who promise to pay the debts and who\ncontinue the b usiness of the dissolved partnership, creditors of the dissolved\npartnership are also creditors of the person or partnership continuing the business.\n(5) When any partner wrongfully causes a dissolution and the remaining partners\ncontinue the business und er the provisions of paragraph (b) of subsection (2) of\nKRS 362.335, either alone or with others, and without liquidation of the partnership\naffairs, creditors of the dissolved partnership are also creditors of the person or\npartnership continuing the business.\n(6) When a partner is expelled and the remaining partners continue the business either\nalone or with others, without liquidation of the partnership affairs, creditors of the\ndissolved partnership are also creditors of the person or partnership conti nuing the\nbusiness.\n(7) The liability of a third person becoming a partner in the partnership continuing the\nbusiness, under this section, to the creditors of the dissolved partnership shall be\nsatisfied out of partnership property only.\n(8) When the bus iness of a partnership after dissolution is continued under any\nconditions set forth in this section the creditors of the dissolved partnership, as\nagainst the separate creditors of the retiring or deceased partner or the representative\nof the deceased par tner, have a prior right to any claim of the retired partner or the\nrepresentative of the deceased partner against the person or partnership continuing\nthe business, on account of the retired or deceased partner's interest in the dissolved\npartnership or on account of any consideration promised for such interest or for his\nright in partnership property.\n(9) Nothing in this section shall be held to modify any right of creditors to set aside any\nassignment on the ground of fraud.\n(10) The use by the person or partnership continuing the business of the partnership\nname, or the name of a deceased partner as part thereof, shall not of itself make the\nindividual property of the deceased partner liable for any debts contracted by such\nperson or partnership.","path":["KRS Chapter 362"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=34329","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:55Z","sha256":"f6383c19cd4b5356c01ffcfc1789db18ac0d0b69ecc5e8c77a94111e292e91e9","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.345","next":"us-ky/krs-362.355"},"notice":"GroundRules: Original legal text. Not legal advice."}