Title XXIII, Private Corporations and Associations

Suit may be brought by or against the limited liability company in its own name.

Prosecution and settlement of suits. (1) Unless otherwise provided in a written operating agreement, a suit on behalf of the limited liability company may be brought in the name of the company only by: (a) One (1) or more members of the company, who are authorized to sue by the v…

(1) A member may maintain a direct action against a limited liability company, another member, or a manager to redress an injury sustained by, or to enforce a duty owed to, the member if the member can prevail without showing an injury or breach of duty to the company. (2) A memb…

right of dissent. (1) Unless otherwise provided in writing in a written operating agreement, and subject to any law applicable to business entities other than limited liability companies, one (1) or more limited liability companies may merge with or into one (1) or more other bus…

(1) Unless otherwise provided in a written operating agreement, a limited liability company that is a party to a proposed merger shall approve the plan of merger in KRS 275.355 by a majority-in-interest of the members. (2) Each business entity that is a party to a proposed merger…

(1) Each constituent business entity shall enter into a written plan of merger, which shall be approved in accordance with KRS 275.350. (2) The plan of merger shall set forth: (a) The name of each constituent business entity that is a party to the merger and the name of the survi…

(1) The business entity surviving from the merger shall deliver to the Secretary of State for filing articles of merger duly executed by each constituent business entity setting forth: (a) The name and jurisdiction of formation or organization of each constituent business entity …

A merger shall have the following effects: (1) The constituent business entities that are parties to the merger shall be a single entity, which shall be the entity designated in the plan of merger as the surviving business entity. (2) Each party to the merger, except the survivin…

company. (1) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (2) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company shall, in the case of a partnership, be …

(1) A limited liability company may convert into a limited partnership as provided in KRS 362.2-952(4). (2) A limited liability company may convert into a limited liability partnership as provided in KRS 362.1-903. (3) A limited liability company may convert into a limited liabil…

(1) A partnership or limited partnership that has been converted pursuant to this chapter shall be for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) All property and contract rights owned by, and all rights, privileges, a…

company. (1) A corporation may be converted to a limited liability company pursuant to this section. (2) The terms and conditions of the conversion of a corporation to a limited liability company shall be set forth in a written plan of conversion and approved by the board of dire…

(1) A limited liability company that has been converted pursuant to this chapter shall be for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) All property and contract rights owned by, and all rights, privileges, and immuni…

(1) Subject to the Constitution of this Commonwealth: (a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs, including the inspection of the books, records, and documents, an…

A foreign limited liability company qualified to transact business in this Commonwealth is subject to KRS 14A.6-010.

company. Each foreign limited liability company authorized to transact business in this Commonwealth shall continuously maintain in this Commonwealth: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent, who may be: (a) An ind…

Any action brought by the Attorney General for the involuntary dissolution of a nonprofit limited liability company may be commenced in Franklin Circuit Court or in the Circuit Court of the county in which the registered office of the nonprofit limited liability company is situat…

A limited liability company organized and existing under this chapter may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state or foreign country.

(1) A limited liability company may acquire all or part of the outstanding shares of one (1) or more classes or series of a domestic or foreign corporation if the corporation, limited liability company, and a majority of their owners approve the exchange and, if the corporation i…

(1) Unless otherwise provided in a written operating agreement, the plan of share exchange described in KRS 275.500 shall be considered for adoption by the members of the limited liability company. (2) Each business entity that is a party to the share exchange shall approve the p…

(1) After a plan of share exchange has been approved in accordance with KRS 275.505, the acquiring limited liability company shall deliver to the Secretary of State, for filing, the articles of share exchange setting forth: (a) The plan of share exchange; and (b) A statement that…

When a share exchange takes effect, the shares of each acquired corporation shall be exchanged as provided in the plan, and the former holders of the shares shall be entitled only to the exchange rights provided in the articles of share exchange.

liability company prohibited -- Exception for some business entities. (1) Unless a nonprofit limited liability company has only business entities formed for a nonprofit purpose as its members, a nonprofit limited liability company shall not have or issue membership interests in t…

prohibited -- Exception for some business entities. (1) Unless a nonprofit limited liability company has only business entities formed for a nonprofit purpose as its members, no loan shall be made by the company to its members or managers, and any member or manager who assents to…

The assets of a nonprofit limited liability company in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the nonprofit limited liability company shall be paid and discharged or adequate provisions made for them; (2) Ass…

(1) In proceedings to liquidate the assets and affairs of a nonprofit limited liability company, the court shall have the power to issue injunctions and to appoint a receiver or receivers while the action is pending. The receivers shall have those powers and duties as the court f…

A nonprofit limited liability company may be involuntarily dissolved by a decree of the Circuit Court in an action filed by the Attorney General when it is established that: (1) The nonprofit limited liability company is guilty of abuse or misuse of its powers, privileges, or fra…