STATE STATUTES & CODES
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KANSAS STATUTES AND CODES
56a-902. Conversion of partnership to limited partnership.
56a-902
56a-902. Conversion of partnership to limitedpartnership.(a) A partnership may be converted to a limitedpartnership pursuant to this section.
(b) The terms and conditions of a conversion of apartnership to a limited partnership must be approved by all of thepartners or by a number or percentage specified for conversion inthe partnership agreement.
(c) After the conversion is approved by the partners,the partnership shall file a certificate of limited partnership inthe jurisdiction in which the limited partnership is to be formed.The certificate must include:
(1) A statement that the partnership was convertedto a limited partnership from a partnership;
(2) its former name; and
(3) a statement of the number of votes cast by thepartners for and against the conversion and, if the vote is lessthan unanimous, the number or percentage required to approve theconversion under the partnership agreement.
(d) The conversion takes effect when the certificate oflimited partnership is filed or at any later date specified in thecertificate.
(e) A general partner who becomes a limited partner asa result of the conversion remains liable as a general partner foran obligation incurred by the partnership before the conversiontakes effectand for which the partner ispersonally liable under K.S.A. 56a-306 and amendments thereto.If the other party to a transaction with the limitedpartnership reasonably believes when entering the transaction thatthe limited partner is a general partner, the limited partner isliable for an obligation incurred by the limited partnership within90 days after the conversion takes effect,provided the obligation is one for which the partner would have beenpersonally liable under K.S.A. 56a-306 and amendments thereto if thepartnershiphad not been converted to a limited partnership.The limited partner'sliability for all other obligations of the limited partnershipincurred after the conversion takes effect is that of a limitedpartner as provided in the revised uniform limited partnership act, K.S.A.56-1a01 et seq. and amendments thereto.
History: L. 1998, ch. 93, § 46; Jan. 1, 1999.