This office lease provision states that it is an unpermitted assignment for partners to have a change in their share of partnership ownership and thus a default under the lease. Generally, this type of change in ownership is couched in those provisions dealing with changes in share ownerships of corporations.
Kentucky Provision Dealing with Changes in Share Ownership of Corporations and Changes in Share Ownership of Partnership When it comes to dealing with changes in share ownership in Kentucky, there are specific provisions in place for both corporations and partnerships. These provisions aim to govern the process and ensure transparency and accountability during such transactions. Below, we will delve into the different types of provisions for each: 1. Kentucky Provision Dealing with Changes in Share Ownership of Corporations: In Kentucky, changes in share ownership of corporations are primarily governed by the Kentucky Business Corporation Act. This act outlines various provisions that regulate share transfers, including: a. Share Transfer Restrictions: Corporations can impose certain restrictions or limitations on the transfer of shares. These restrictions may be specified in the corporation's articles of incorporation or bylaws, and they define the requirements and conditions for share transfers. b. Preemptive Rights: Preemptive rights grant existing shareholders the first opportunity to purchase additional shares before they are offered to new investors. Kentucky's law allows corporations to include preemptive rights provisions in their articles of incorporation to protect existing shareholders. c. Shareholder Approval: Some significant changes in share ownership may require shareholder approval. For example, a merger or acquisition that will result in a substantial change in voting power or control of the corporation must typically be approved by shareholders. 2. Kentucky Provision Dealing with Changes in Share Ownership of Partnerships: In Kentucky, partnerships are primarily governed by the Revised Uniform Partnership Act (RPA). This act includes provisions that address changes in share ownership within partnerships, and these provisions apply to both general partnerships and limited partnerships. The key provisions include: a. Consent of Partners: Any change in share ownership within a partnership generally requires the consent of all partners involved. Partnerships typically maintain a partnership agreement that outlines the process and conditions for transferring ownership interests among partners. b. Dissolution and Reformation: In some cases, a change in share ownership within a partnership may result in its dissolution or require the formation of a new partnership. This may occur when a partner decides to sell their entire ownership interest or when new partners are admitted. c. Rights and Obligations: The Revised Uniform Partnership Act also addresses the rights and obligations of partners related to changes in share ownership. It ensures that partners are treated fairly and provides mechanisms for resolving disputes that may arise during the process. In conclusion, Kentucky has specific provisions dealing with changes in share ownership for both corporations and partnerships. These provisions aim to protect the rights and interests of shareholders and partners involved in such transactions. Understanding and abiding by these provisions is essential for maintaining transparency and facilitating smooth ownership transitions.
