{"data":{"id":"us-ky/krs-386a.7-060","jurisdiction":"us-ky","citation":"KRS 386A.7-060","heading":"Conversion of partnership or limited partnership to statutory trust.","body":"(1) An entity other than a corporation governed as to its internal affairs by KRS Chapter\n273 or a nonprofit limited liability company may be converted to a statutory trust\npursuant to this section.\n(2) The terms and conditions of a conversion shall be approved:\n(a) In the case of a partnership or a limited partnership, by all of the partners\nnotwithstanding any provision to the contrary in the partnership agreement;\n(b) In the case of a limited liability company, by all of the members\nnotwithstanding any provision to the contrary in the operating agreement; and\n(c) In the case of a corporation, by such action of the board of directors as would\nbe required to approve a merger and, notwithstanding any provision to the\ncontrary in the articles of incorporation , bylaws, or other agreement, all of the\nshareholders.\n(3) After the conversion is approved under subsection (2) of this section, the converting\norganization shall deliver to the Secretary of State for filing a certificate of trust\nwhich satisfies the requirements of KRS 386A.2-010 and includes as well:\n(a) A statement that the converting organization was converted to a statutory\ntrust;\n(b) The former name of the converting organization;\n(c) The form of organization of the converting organization prior to t he\nconversion; and\n(d) A statement that the conversion was approved in accordance with subsection\n(2) of this section.\n(4) In the case of a converting partnership that has filed a statement of registration as a\nlimited liability partnership in accordance w ith KRS 362.555 or a statement of\nqualification in accordance with KRS 362.1 -931, each shall be deemed canceled as\nof the effective date and time of the certificate of trust as determined in accordance\nwith KRS 14A.2-070.\n(5) In the case of a converting li mited partnership, the limited partnership's certificate\nof limited partnership shall be deemed canceled as of the effective date and time of\nthe certificate of trust as determined in accordance with KRS 14A.2-070.\n(6) In the case of a converting limited l iability company, its articles of organization\nshall be deemed canceled as of the effective time and date of the certificate of trust\nas determined in accordance with KRS 14A.2-070.\n(7) In the case of a converting corporation, its articles of incorporation  shall be deemed\ncanceled as of the effective time and date of the certificate of trust as determined in\naccordance with KRS 14A.2-070.\n(8) The conversion shall ta ke effect when the certificate of trust is filed with the office\nof the Secretary of State or, as provided in KRS 14A.2 -070, at a later date specified\nin the certificate of trust.\n(9) A partner or, in the case of a limited partnership, a general partner, w ho becomes a\nbeneficial owner of a statutory trust as a result of a conversion shall remain liable as\na partner or general partner for an obligation incurred by the partnership or limited\npartnership before the conversion takes effect.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40403","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:59:18Z","sha256":"db514df7e328bcc9c705b6c9747dde060285979a6b8e325d6a062c0bc5062c9e","source_id":"us-ky","stale":false,"prev":"us-ky/krs-386a.7-050","next":"us-ky/krs-386a.7-070"},"notice":"GroundRules: Original legal text. Not legal advice."}