362.1-903 Conversion of limited partnership to partnership. (1) A limited partnership may be converted to a partnership pursuant to this subsection. (a) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all of the partners. (b) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership and any certificate of assumed name filed with the Secretary of State. (c) The conversion takes effect when the certificate of limited partnership is canceled. (d) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in KRS 362.1-306, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect. (2) (a) A limited liability company may be converted to a limited liability partnership pursuant to this subsection. (b) Notwithstanding a provision to the contrary in the operating agreement, the terms and conditions of a conversion of a limited liability company to a limited liability partnership shall be approved by all of the members. (c) After the conversion is approved by the members, the limited liability company shall file with the Secretary of State a statement of qualification satisfying the requirements of KRS 362.1-931(3) and including as well the name of the predecessor limited liability company and a statement that the predecessor limited liability company was converted to a limited liability partnership. (d) The conversion takes effect upon the effective time and date of the statement of qualification as provided for in KRS 14A.2-070. (e) A member who becomes a general partner as a result of a conversion remains liable only as a member for an obligation incurred by the limited liability company before the conversion takes effect. Except as otherwise provided in KRS 362.1-306, a partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 118, effective July 12, 2012. -- Created 2006 Ky. Acts ch. 149, sec. 63, effective July 12, 2006.
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