Request By:
Ms. Laverne Johns
Gallatin County Clerk
Warsaw, Kentucky 41095
Opinion
Opinion By: Steven L. Beshear, Attorney General; By: Charles W. Runyan, Assistant Deputy Attorney General
You enclosed with your recent letter a copy of a "Certificate and Agreement of Limited Partnership" , which relates to "an Ohio limited partnership" , with its principal office in Columbus, Ohio, and by declaration created under Ohio law. The stated purpose of the partnership is to acquire, own, finance, develop, improve, lease, manage and otherwise operate for investment purpose a 5.103 acre tract of land (the "property") situated in Warsaw, Gallatin County, Kentucky, and a 48 unit apartment building to be constructed thereon and called "Riverside Square Apartments."
Under paragraph 7 of the Agreement, the managing partner has the authority, on behalf of the partnership, to acquire, own, manage, and lease the subject real estate and any other real or personal property related thereto.
A copy of the agreement has been lodged with your office for recording. Your question is where should the instrument be recorded.
Before a foreign limited partnership may be authorized to do business in this state, it must file a certified copy of its articles of partnership in the office of the Secretary of State. KRS 362.095. Records in the Kentucky Secretary of State's Office indicate that the subject foreign limited partnership agreement was filed for record in that office on May 5, 1980. Under KRS 362.420(1)(b), the certificates of domestic limited partnerships must be filed in the office of the county clerk in the county in which the principal place of business of the partnership is located.
KRS 362.650 deals with the requirements for amendment and cancellation of a domestic certificate of limited partnership. Such amendments or cancellations must be filed for record in the county clerk's office. See subsection (5) of KRS 362.650. See KRS 362.185(3) and 362.195, relating to acquisition and conveyance of real property of a domestic limited partnership. KRS 362.650(5) is a part of Kentucky's Uniform Limited Partnership Act [KRS 362.410 to 362.700]. The sections of Kentucky's Uniform Partnership Act [KRS 362.150 to 362.360] apply to limited partnerships, except insofar as the limited partnership statutes are inconsistent with the statutes relating specifically to the Uniform Partnership Act. See KRS 362.175.
Realizing that Kentucky must, under Article 4, Section 1, of the United States Constitution, give full faith and credit to the laws of other states, and realizing that the agreement of limited partnership is of critical importance in the acquisition, lease or sale of the subject Kentucky real estate, it is our opinion that such agreement of a foreign limited partnership should be filed for recording in the county clerk's office of Gallatin County, since that county will contain the principal place of business of the partnership in Kentucky. See 60 Am.Jur.2d, Partnership, Sections 148-152, relating to acts affecting partnersip real property.
You should record the document in a book labeled "Foreign Limited Partnerships" , as distinguished from "domestic limited partnerships" .
Your recording fee would be $5.00 for the first three (3) pages, and $1.50 for each additional page. See KRS 64.012; and Goodlett v. Anderson County, 267 Ky. 166, 101 S.W.2d 421 (1937).