Which Act Controls – Limited Partnerships

Which Act Controls – Limited Partnerships

           Limited partnerships organized in Kentucky are governed by one of at least four statutes; determining which statute can be an involved process:

         Working in reverse chronological order we have:

·                     The Kentucky Uniform Limited Partnership Act (2006) (“2006KyULPA”);

·                     The Kentucky Revised Uniform Limited Partnership Act (“KyRULPA”);

·                     The Kentucky Uniform Limited Partnership Act (“KyULPA”); and

·                     The mix of statutes that preexisted KyULPA.

           KyULPA was a 1970 adoption of the 1916 Uniform Limited Partnership Act.  KyRULPA was a 1988 adoption of the 1985 Revised Uniform Limited Partnership Act.  2006KyULPA is a 2006 adoption of the Uniform Limited Partnership Act (2001).

           Determining which act controls a particular limited partnership is crucial as the acts provide sometimes differing rules for the right, duties and obligations of the general and limited partners.  The rule in corporations is that new statues are applied to corporations organized under the prior statute.  KRS § 271B.17-050(1).  The limited partnership acts do not have this “drag-in language.”  Rather, unless a LP organized under an older act elects to be governed by a new act, it remains governed by that older act.         

2006KyULPA had an initial effective date of July 12, 2006.  Ky. Rev. Stat. Ann. § 362.2-1205(1)(a); see also Op. Ky. Att’y Gen. 06-001 (April 19, 2006).  Every limited partnership formed on or after that day is governed by the new act. 

KyRULPA continues to govern all limited partnerships formed under KyRULPA, namely those formed on or after July 15, 1988 and prior to July 12, 2006 unless the limited partnership has elected to be governed by 2006KyULPA.  See Ky. Rev. Stat. Ann. § 362.521(1) (prior to amendment by 2006 Acts, ch. 149, § 238). 

Limited partnerships formed prior to July 15, 1988 are not governed by KyRULPA unless they have elected to be so by filing an amended and restated certificate of limited partnership.  Ky. Rev. Stat. Ann. § 362.521(1)-(2).  The prior limited partnership act, §§ 362.410-362.710, an enactment of the Uniform Limited Partnership Act (1916), was effective June 18, 1970 and applied to limited partnerships formed through July 14, 1988. 

A limited partnership existing on July 11, 2006, whether formed under KyRULPA or prior law, may elect to be governed by 2006KyULPA by filing an amended and restated certificate of limited partnership.  Ky. Rev. Stat. Ann. § 362.2-1204(2).  From July 12, 2006, a limited partnership formed under pre-KyRULPA law may elect to be governed by KyULPA, but may not elect to be governed by KyRULPA.  See Ky. Rev. Stat. Ann. § 362.521(2) as amended by 2006 Acts, ch. 149, § 238.

        From and after July 12, 2006, Kentucky has:

·                     Limited partnership formed prior to June 18, 1970 that remain governed by the then existing limited partnership law;

·                     Limited partnerships formed on or after June 18, 1970 and prior to July 15, 1988 that remain governed by KyULPA;

·                     Limited partnerships formed after July 15, 1988 and prior to July 12, 2006 that are governed by KyULPA;

·                     Limited partnerships formed prior to July 15, 1988 that have elected to governed by KyRULPA;

·                     Limited partnership formed on or after July 12, 2006 that are governed by 2006 KyULPA; and

·                     Limited partnerships formed prior to July 16, 2006 that have elected to governed by 2006 KyRULPA.

Is this clear?