Kentucky Partnership Agreement

Kentucky partnership agreements stabilize the operations of a jointly owned for-profit partnership by documenting every requirement, obligation, and role of the partners. Additionally, the way the partnership conducts business, including internal and external procedures, is established through this agreement.

Last updated December 24th, 2024

Kentucky partnership agreements stabilize the operations of a jointly owned for-profit partnership by documenting every requirement, obligation, and role of the partners. Additionally, the way the partnership conducts business, including internal and external procedures, is established through this agreement.

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Kentucky Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Optional: Statement of Partnership Authority KNG
Kenducky Business Search
Limited Partnership (LP) Certificate of Limited Partnership KNP (Domestic Business Entity) ($40.00)
Limited Liability Partnership (LLP) Statement of Qualification KNL (Domestic Limited Liability Partnership) ($40.00)
Limited Liability Limited Partnership (LLLP) File Online with Kentucky One Stop ($40.00)

 

Fiduciary Duty

Duty of Loyalty:
  • Partners must keep other partners (as well as the partnership) fully informed of all “property, profit,” benefits or fruitful opportunities that come to that partner from engaging the partnership’s business or resulting from its dissolution.[1]
  • As agents of the partnership, partners do not work “on behalf of any party” especially if their interests countermand or interfere with the partnership’s interests.[2]
  • Partners avoid direct or indirect competition, particularly “in the conduct of the partnership business.”[3]
Duty of Care:
  • Partners must conduct their partnership activities specifically with the mindfulness that any “reasonable person in a like position” would.[4]
  • Kentucky expects for-profit business partners to “exercise any rights” with their partnership as per their partnership agreement and, especially with fair dealing. [5][6]

Liability

Partners may “enter into a separate obligation” to complete partnership contracts but all partners of a partnership contract are held responsible. [7]
A partner of a “registered limited liability partnership” retains the protections offered by the LLP while that entity is a registered LLP. [8]
General partners are responsible for their partnership’s obligations; however, a “claimant” or the law may provide exceptions. [9]
A partnership’s liability remains the responsibility of the partnership and the partners at the time it is incurred, and therefore, “newly admitted partners” do not assume such past obligations of the partnership. [10]
Limited liability partnerships protect their partners from liability while their status is established and active with the state; however, this does not alter a partner’s liability for their “own negligence, wrongful acts, or misconduct.” [11][12]

State Definitions (7)

Partner means a person that formed or is admitted into a partnership as either a “limited partner or general partner.”[13]
General partner means a person admitted to a limited partnership as a general partner in accordance with the partnership agreement and explicitly named in the certificate of limited partnership as a general partner.[14]
Limited partner means the person(s) designated with the obligations (i.e. contribution) and liability protection associated with a limited partner “in accordance with the partnership agreement.” [15]
Partnership means an entity made up of two or more co-owners (specifically named partners) and are “a business for profit” operating within the laws of Kentucky. [16]
Limited partnership means a partnership that is explicitly required to have one or more general partners and one or more limited partners in order to function “under the laws of this state.” [17]
Limited liability partnership means a partnership that specifically submitted a statement of qualification without having such paperwork “in effect in any other jurisdiction.” [18]
A foreign limited partnership is a limited partnership formed under the laws of any state other than this state, with one (1) or more general partners and one (1) or more limited partners as partners.[19]