Kentucky Revised Statutes
Includes enactments through the 2025 Regular Session
Chapter titles, centered headings, section catchlines, and explanatory notes are for informational purposes only and do not constitute any part of the law. For general laws governing construction of statutes, see KRS Chapter 446. %--span>
The KRS database was last updated on 06/15/2025 %--span>
.010 Repealed, 1970.
.020 Repealed, 1970.
.030 Repealed, 1970.
.040 Repealed, 1970.
.050 Repealed, 1970.
.060 Repealed, 1970.
.070 Repealed, 1970.
.080 Repealed, 1970.
.090 Repealed, 1970.
.095 Repealed, 1988.
.100 Repealed, 1970.
.110 Repealed, 1970.
.120 Repealed, 1970.
.130 Repealed, 1970.
.150 Short title.
.155 Definitions for KRS 362.150 to 362.360.
.160 Interpretation of knowledge and notice.
.165 Rules of construction.
.170 Rules for other cases.
.175 Partnership defined.
.180 Rules for determining the existence of a partnership.
.185 Partnership property.
.190 Partner agent of partnership as to partnership business.
.195 Conveyance of real property of the partnership.
.200 Repealed, 1992.
.205 Partnership charged with knowledge of or notice to partner.
.210 Partnership bound by partner's wrongful act.
.215 Partnership bound by partner's breach of trust.
.220 Nature of partner's liability.
.225 Partner by estoppel.
.230 Liability of incoming partner.
.235 Rules determining rights and duties of partners.
.240 Partnership books.
.245 Duty of partners to render information.
.250 Partner accountable as a fiduciary.
.255 Right to an account.
.260 Continuation of partnership beyond fixed term.
.265 Extent of property rights of a partner.
.270 Nature of a partner's right in specific partnership property.
.275 Nature of partner's interest in the partnership.
.280 Assignment of partner's interest.
.285 Partner's interest subject to charging order.
.290 Dissolution defined.
.295 Partnership not terminated by dissolution.
.300 Causes of dissolution.
.305 Dissolution by decree of court.
.310 General effect of dissolution on authority of partner.
.315 Right of partner to contribution from co-partners after dissolution.
.320 Power of partner to bind partnership to third persons after dissolution.
.325 Effect of dissolution on partner's existing liability.
.330 Right to wind up.
.335 Rights of partners to application of partnership property.
.340 Rights where partnership is dissolved for fraud or misrepresentation.
.345 Rules for distribution.
.350 Liability of persons continuing the business in certain cases.
.355 Rights of retiring or estate of deceased partner when the business is continued.
.360 Accrual of actions.
.401 Definitions.
.403 Name of limited partnership.
.405 Repealed, 2011.
.407 Recordkeeping office -- Agent for service of process.
.409 Records to be kept.
.411 Nature of business that may be carried on.
.413 Business transactions of partners with partnership.
.415 Formation -- Certificate of limited partnership.
.417 Amendment to or restatement of certificate.
.419 Cancellation of certificate.
.420 Repealed, 1988.
.421 Execution of certificates.
.423 Execution of certificate by judicial act.
.425 Repealed, 2011.
.427 Liability for false statement in certificate.
.429 Scope of notice.
.430 Repealed, 1988.
.431 Delivery of certificate to limited partners.
.433 Admission of limited partners.
.435 Voting rights of limited partners.
.437 Liability of limited partners to third parties.
.439 Liability of person erroneously believing to be a limited partner.
.440 Repealed, 1988.
.441 Limited partner's right to information.
.443 Admission of additional general partners.
.445 Events of withdrawal of general partner.
.447 General power and liabilities of general partners.
.449 Contributions by general partner.
.450 Repealed, 1988.
.451 Voting rights of general partners.
.453 Form of contribution.
.455 Liability for contribution.
.457 Sharing of profits and losses.
.459 Sharing of distributions.
.460 Repealed, 1988.
.461 Interim distributions.
.463 Withdrawal of general partner.
.465 Withdrawal of limited partner.
.467 Distribution upon withdrawal.
.469 Distribution in kind.
.470 Repealed, 1988.
.471 Right of distribution.
.473 Limitation of distribution.
.475 Liability upon return of contributions.
.477 Nature of partnership interest.
.479 Assignment of partnership interest.
.480 Repealed, 1988.
.481 Rights of judgment creditor.
.483 Right of assignee to become limited partner.
.485 Power of estate of deceased or incompetent partner.
.487 Nonjudicial dissolution.
.489 Judicial dissolution.
.490 Repealed, 1988.
.491 Winding up.
.493 Distribution of assets.
.495 Repealed, 2010.
.497 Repealed, 2010.
.499 Repealed, 2010.
.500 Repealed, 1988.
.501 Repealed, 2010.
.503 Repealed, 2010.
.505 Repealed, 2010.
.507 Repealed, 2010.
.509 Repealed, 2010.
.510 Repealed, 1988.
.511 Right of limited partner to bring derivative action.
.513 Derivative action: proper plaintiff.
.515 Derivative action: pleadings.
.517 Derivative action: expenses.
.519 Construction and application of act.
.520 Repealed, 1988.
.521 Effect on existing partnerships.
.523 Applicability of Uniform Partnership Act.
.525 Effect of repeal of prior statute.
.527 Short title.
.530 Repealed, 1988.
.531 Merger of domestic limited partnerships with domestic or foreign limited partnerships, limited liability companies, or corporations.
.536 Domestic limited partnership's approval of plan of merger -- Amendment -- Abandonment.
.540 Repealed, 1988.
.541 Articles of merger.
.546 Effect of merger.
.550 Repealed, 1988.
.555 Registered limited liability partnership -- Manner of registration.
.560 Repealed, 1988.
.565 Repealed, 2011.
.570 Repealed, 1988.
.575 Intent and policy of Commonwealth regarding registered limited liability partnerships.
.580 Repealed, 1988.
.585 Repealed, 2010.
.590 Repealed, 1988.
.595 Result of failure to comply with KRS 362.555 -- Service of process.
.600 Repealed, 1988.
.601 Circumstances preventing distribution -- Liability for unlawful distribution.
.605 Suits by and against partnerships -- Effect of judgments.
.610 Repealed, 1988.
.620 Repealed, 1988.
.630 Repealed, 1988.
.640 Repealed, 1988.
.650 Repealed, 1988.
.660 Repealed, 1988.
.670 Repealed, 1988.
.680 Repealed, 1988.
.690 Repealed, 1988.
.700 Repealed, 1988.
.710 Repealed, 1988.
.1-1001 Renumbered as KRS 362.1-931.
.1-1002 Repealed, 2011.
.1-1003 Renumbered as KRS 362.1-932.
.1-101 Definitions for subchapter.
.1-102 Knowledge and notice.
.1-103 Effect of partnership agreement -- Nonwaivable provisions.
.1-104 Supplemental principles of law.
.1-105 Execution, filing, and recording of statements.
.1-106 Governing law.
.1-107 Partnership subject to amendment or repeal of subchapter.
.1-108 Requirements for documents to be entitled to filing by Secretary of State.
.1-109 Fees for filing documents with Secretary of State.
.1-110 Effective time and date of document.
.1-1101 Repealed, 2011.
.1-1102 Renumbered as KRS 362.1-951.
.1-1103 Repealed, 2011.
.1-1104 Repealed, 2011.
.1-1105 Renumbered as KRS 362.1-952.
.1-111 Repealed, 2011.
.1-112 Repealed, 2011.
.1-113 Repealed, 2011.
.1-114 Partnership names.
.1-115 Repealed, 2011.
.1-116 Repealed, 2011.
.1-117 Registered office -- Registered agent.
.1-118 Repealed, 2011.
.1-119 Repealed, 2011.
.1-120 Service of process.
.1-1201 Renumbered as KRS 362.1-971.
.1-1202 Renumbered as KRS 362.1-972.
.1-1203 Renumbered as KRS 362.1-973.
.1-1204 Renumbered as KRS 362.1-974.
.1-1205 Renumbered as KRS 362.1-975.
.1-121 Annual report.
.1-122 Administrative dissolution of a statement of qualification or statement of partnership authority.
.1-123 Repealed, 2011.
.1-201 Partnership as entity.
.1-202 Formation of partnership.
.1-203 Partnership property.
.1-204 When property is partnership property.
.1-301 Partner agent of partnership.
.1-302 Transfer of partnership property.
.1-303 Statement of partnership authority.
.1-304 Statement of denial.
.1-305 Partnership liable for partner's actionable conduct.
.1-306 Partner's liability.
.1-307 Actions by and against partnership and partners.
.1-308 Liability of purported partner.
.1-401 Partner's rights and duties.
.1-402 Distributions in kind.
.1-403 Partner's rights and duties with respect to information.
.1-404 General standards of partner's conduct.
.1-405 Actions by partnership and partners.
.1-406 Continuation of partnership beyond definite term or particular undertaking.
.1-501 Partner not co-owner of partnership property.
.1-502 Partner's transferable interest in partnership.
.1-503 Transfer of partner's transferable interest.
.1-504 Partner's transferable interest subject to charging order.
.1-601 Events causing partner's dissociation.
.1-602 Partner's power to dissociate -- Wrongful dissociation.
.1-603 Effect of partner's dissociation.
.1-701 Purchase of dissociated partner's interest.
.1-702 Dissociated partner's power to bind and liability to partnership.
.1-703 Dissociated partner's liability to other persons.
.1-704 Statement of dissociation.
.1-705 Continued use of partnership name.
.1-801 Events causing dissolution and winding up of partnership business.
.1-802 Partnership continues after dissolution.
.1-803 Right to wind up partnership business.
.1-804 Partner's power to bind partnership after dissolution.
.1-805 Statement of dissolution.
.1-806 Partner's liability to other partners after dissolution.
.1-807 Settlement of accounts and contributions among partners.
.1-901 Definitions for KRS 362.1-901 to 362.1-908.
.1-902 Conversion of partnership to limited partnership.
.1-903 Conversion of limited partnership to partnership.
.1-904 Effect of conversion -- Entity unchanged.
.1-905 Merger of partnerships.
.1-906 Effect of merger.
.1-907 Statement of merger.
.1-908 Provisions of KRS 362.1-901 to 362.1-908 nonexclusive.
.1-931 Statement of qualification.
.1-932 Circumstances preventing distribution -- Liability for unlawful distribution.
.1-951 Statement of foreign qualification.
.1-952 Action by Attorney General.
.1-971 Uniformity of application and construction.
.1-972 Short title for subchapter.
.1-973 Severability clause.
.1-974 Effective Date -- Applicability.
.1-975 Savings clause.
.2-1001 Renumbered as KRS 362.2-931.
.2-1002 Renumbered as KRS 362.2-932.
.2-1003 Renumbered as KRS 362.2-933.
.2-1004 Renumbered as KRS 362.2-934.
.2-1005 Renumbered as KRS 362.2-935.
.2-102 Definitions for subchapter.
.2-103 Knowledge and notice.
.2-104 Nature, purpose, and duration of entity.
.2-105 Powers of limited partnership.
.2-106 Governing law.
.2-107 Supplemental principles of law -- Rate of interest.
.2-108 Name of limited partnership.
.2-109 Repealed, 2011.
.2-110 Effect of partnership agreement -- Nonwaivable provisions.
.2-1101 Renumbered as KRS 362.2-951.
.2-1102 Renumbered as KRS 362.2-952.
.2-1103 Renumbered as KRS 362.2-953.
.2-1104 Renumbered as KRS 362.2-954.
.2-1105 Renumbered as KRS 362.2-955.
.2-1106 Renumbered as KRS 362.2-956.
.2-1107 Renumbered as KRS 362.2-957.
.2-1108 Renumbered as KRS 362.2-958.
.2-1109 Renumbered as KRS 362.2-959.
.2-111 Required information.
.2-1110 Renumbered as KRS 362.2-960.
.2-1111 Renumbered as KRS 362.2-961.
.2-1112 Renumbered as KRS 362.2-962.
.2-1113 Renumbered as KRS 362.2-963.
.2-112 Business transactions of partner with partnership.
.2-113 Dual capacity.
.2-114 Office and agent for service of process.
.2-115 Change of designated office or agent for service of process.
.2-116 Repealed, 2011.
.2-117 Repealed, 2011.
.2-118 Consent and proxies of partners.
.2-119 Repealed, 2011.
.2-120 Repealed, 2011.
.2-1201 Renumbered as KRS 362.2-971.
.2-1202 Renumbered as KRS 362.2-972.
.2-1203 Renumbered as KRS 362.2-973.
.2-1204 Renumbered as KRS 362.2-974.
.2-1205 Renumbered as KRS 362.2-975.
.2-1206 Renumbered as KRS 362.2-976.
.2-1207 Renumbered as KRS 362.2-977.
.2-121 Requirements for documents to be filed with the Secretary of State.
.2-122 Fees for filing documents with Secretary of State.
.2-123 Repealed, 2011.
.2-124 Repealed, 2011.
.2-125 Repealed, 2011.
.2-201 Formation of limited partnership -- Certificate of limited partnership.
.2-202 Amendment or restatement of certificate.
.2-203 Statement of cancellation.
.2-204 Signing of records.
.2-205 Signing and filing by judicial act.
.2-206 Delivery to and filing of records by the Secretary of State.
.2-207 Repealed, 2011.
.2-208 Liability for false information in record.
.2-209 Repealed, 2011.
.2-210 Annual report for Secretary of State.
.2-301 Admission of limited partner.
.2-302 No right or power as limited partner to bind limited partnership.
.2-303 No liability as limited partner for limited partnership.
.2-304 Right to information of limited partner and former limited partner.
.2-305 Limited duties of limited partners.
.2-306 Person erroneously believing self limited partner.
.2-401 Admission of general partner.
.2-402 General partner agent of limited partnership.
.2-403 Limited partnership liable for general partner's actionable conduct.
.2-404 General partner's liability.
.2-405 Actions by and against partnership and partners.
.2-406 Management rights of general partner.
.2-407 Right to information of general partner and former general partner.
.2-408 General standards of general partner's conduct.
.2-501 Form of contribution.
.2-502 Liability for contribution.
.2-503 Sharing of distributions.
.2-504 Interim distributions.
.2-505 No distribution on account of dissociation.
.2-506 Distribution in kind.
.2-507 Right to distribution.
.2-508 Limitations on distribution.
.2-509 Liability for improper distributions.
.2-601 Dissociation as limited partner.
.2-602 Effect of dissociation as limited partner.
.2-603 Dissociation as general partner.
.2-604 Person's power to dissociate as general partner -- Wrongful dissociation.
.2-605 Effect of dissociation as general partner.
.2-606 Power to bind and liability to partnership before dissolution of person dissociated as general partner.
.2-607 Liability to other persons of person dissociated as general partner.
.2-701 Partner's transferable interest.
.2-702 Transfer of partner's transferable interest.
.2-703 Partner's transferable interest subject to charging order.
.2-704 Power of estate of deceased partner.
.2-801 Nonjudicial dissolution.
.2-802 Judicial dissolution.
.2-803 Winding up.
.2-804 Power of general partner and person dissociated as general partner to bind partnership after dissolution.
.2-805 Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
.2-806 Known claims against dissolved limited partnership.
.2-807 Other claims against dissolved limited partnership.
.2-808 Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
.2-809 Repealed, 2011.
.2-810 Repealed, 2011.
.2-811 Repealed, 2011.
.2-812 Disposition of assets -- When contributions required.
.2-901 Governing law.
.2-902 Repealed, 2011.
.2-903 Repealed, 2011.
.2-904 Repealed, 2011.
.2-905 Repealed, 2011.
.2-906 Repealed, 2011.
.2-907 Repealed, 2011.
.2-908 Repealed, 2011.
.2-909 Repealed, 2011.
.2-910 Action by Attorney General.
.2-931 Direct actions by partner.
.2-932 Derivative action.
.2-933 Proper plaintiff.
.2-934 Pleading.
.2-935 Proceeds and expenses.
.2-951 Definitions for KRS 362.2-951 to 362.2-963.
.2-952 Conversion.
.2-953 Action on plan of conversion by converting limited partnership.
.2-954 Filings required for conversion -- Effective date.
.2-955 Effect of conversion.
.2-956 Merger.
.2-957 Action on plan of merger by constituent limited partnership.
.2-958 Filings required for merger -- Effective date.
.2-959 Effect of merger.
.2-960 Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
.2-961 Liability of general partner after conversion or merger.
.2-962 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
.2-963 Article not exclusive.
.2-971 Uniformity of application and construction.
.2-972 Severability clause.
.2-973 Electronic signatures.
.2-974 Effect on limited partnerships formed prior to July 15, 1988.
.2-975 Effective date.
.2-976 Savings clause.
.2-977 Short title for Subchapter 2 of KRS Chapter 362.