The 2012 Amendments to Kentucky’s Business Entity Statutes

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Article | 101 KY. L. J. ONLINE 1 | July 30, 2012

Thomas E. Rutledge

While the most significant alterations to Kentucky’s business entity laws enacted by the 2012 General Assembly were the adoption of the Kentucky Uniform Statutory Trust Act and the Kentucky Uniform Limited Cooperative Association Act, other changes were made to pre– existing statutes. Largely technical in nature, the amendments continue the effort in recent years to eliminate ambiguities and to provide consistent procedures. This article provides a thorough but concise overview of these latest changes to Kentucky’s business entity laws. Topics  covered include:

  • Changes to the limited liability provisions of KyRUPA and KyULPA
  • Partial codification of the law of piercing the veil
  • Newly permitted conversion of an LLC to an LLP
  • Organic transactions with statutory trusts
  • The definition of “transacting business” for a foreign LLP
  • Consent to the jurisdiction of Kentucky Courts by directors, officers and managers
  • The effective date of judicial dissolution
  • Amendment filing requirements for limited partnerships
  • Preservation of limited liability after dissolution
  • Qualification to transact business for foreign entities seeking state contracts
  • Dissociation of LLC members
  • Elimination of the fairness defense for violations of the duty of loyalty in partnerships
  • The mythological limited liability corporation

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The 2012 Amendments to Kentucky’s Business Entity Statutes


Thomas E. Rutledge, The 2012 Amendments to Kentucky’s Business Entity Statutes, 101 Ky. L.J. Online 1 (2012),

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