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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

Citation

Thomas E. Rutledge, The 2012 Amendments to Kentucky's Business Entity Statutes, 101 Ky. L.J. Online 1 (2012), http://www.kentuckylawjournal.org/the-2012-amendments-to-kentuckys-business-entity-statutes.

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http://www.kentuckylawjournal.org/the-2012-amendments-to-kentuckys-business-entity-statutes