§ 362-2-960

362.2 -960 Restrictions on approval of conversions and mergers and on relinquishing LLLP status. (1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, then approv al and amendment of a plan of conversion or merger are ineffective without the consent of that partner, unless: (a) The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of less than all the partners; and (b) That partner has consented to that provision of the partnership agreement. (2) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineff ective without the consent of each general partner unless: (a) The limited partnership's partnership agreement provides for that amendment with the consent of less than all the general partners; and (b) Each general partner that does not consent to the ame ndment has consented to that provision of the partnership agreement. (3) A partner does not give the consent required by subsection (1) or (2) of this section merely by

at does not consent to the ame ndment has consented to that provision of the partnership agreement. (3) A partner does not give the consent required by subsection (1) or (2) of this section merely by consenting to a provision of the partnership agreement which permits the partnership ag reement to be amended with the consent of less than all the partners. Effective: July 12, 2006 History: Created 2006 Ky. Acts ch. 149, sec. 185, effective July 12, 2006. Formerly codified as KRS 362.2 -1110.