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KRS 275 Week 1: Case Study

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ISSUES: Can the limited partnership be converted its business form into the limited liability company (LLC) without the approval and/or consent of all limited partners or general managers? Was the restructuring of the limited partnership form invalid? Does this restructuring violate KRS 275.370 and KRS 362.490? RULES: The statue states KRS 275.370 that the limited partnership can be converted into the limited liability company if the terms and conditions of a conversion is approved by “all the partners or by a number or percentage specified for conversion in the partnership agreement or, in the case of a limited partnership, by all the partners, notwithstanding any provision to the contrary in the limited liability company.” The statute also states KRS 362.490 that a general partner has the rights and powers and “be subject to all the restrictions and liabilities of a partner in a partnership without limited partners.” If there are no any written consent or ratification of a specific act of all limited partners, the general partner(s) has no authority to “do any act which would make it impossible to …show more content…

Also, their LLC was created separately and existed concurrently with the Partnership, which meant there were no any assets involving in this part. Additionally, the LLC’s and Wiseman’s argument causes the Supreme Court look into the Uniform Limited Partnership Act. It said that “a conversion involves only one [entity]. The converting and converted organizations are the same entity.” Because a conversion deals only with one entity, the Supreme Court, thus, found out that the restructuring of the limited partnership to the LLC was

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