Title XXIII, Private Corporations and Associations
9 chapters · 305 sections in this title.
KRS § 275.310 Distribution of assets
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Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) First, payment or adequate provisions for payment shall be made to creditors, including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of…
KRS § 275.315 Articles of dissolution
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After the dissolution of the limited liability company pursuant to KRS 275.285(2), (3), or (4), the limited liability company shall file articles of dissolution with the Secretary of State which set forth: (1) The name of the limited liability company; (2) A statement of the subs…
KRS § 275.320 Disposition of claims
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(1) Upon dissolution pursuant to KRS 275.285, a limited liability company may dispose of the known claims against it by filing, if required, articles of dissolution pursuant to KRS 275.315 and by following the procedures described in this section. (2) The limited liability compan…
KRS § 275.325 Publication of notice of dissolution -- Barred claims -- Enforceable claims
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(1) A dissolved limited liability company may publish notice of its dissolution pursuant to this section. (2) The notice shall: (a) Be published once in a newspaper of general circulation in the county where the limited liability company's principal office, or, if none in this st…
KRS § 275.330 Use of company's name in judicial actions
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Suit may be brought by or against the limited liability company in its own name.
KRS § 275.335 Persons who may sue in company's name -- Recording of votes -- Prosecution and settlement of suits
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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…
KRS § 275.337 Derivative actions
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(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…
KRS § 275.345 Right of company to merge with other business entities -- Exception -- No right of dissent
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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…
KRS § 275.350 Approval of proposed merger -- No right of dissent
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(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…
KRS § 275.355 Plan of merger
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(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…
KRS § 275.360 Articles of merger
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(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 …
KRS § 275.365 Effect of merger
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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…
KRS § 275.370 Conversion of partnership or limited partnership to limited liability company
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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 …
KRS § 275.372 Conversion of limited liability company into limited partnership
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(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…
KRS § 275.375 Effect of conversion
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(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…
KRS § 275.376 Conversion of corporation or foreign corporation to limited liability company
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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…
KRS § 275.377 Effect of conversion of corporation to limited liability company
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(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…
KRS § 275.380 Laws governing foreign limited liability company
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(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…
KRS § 275.385 Transaction of business by foreign limited liability company
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A foreign limited liability company qualified to transact business in this Commonwealth is subject to KRS 14A.6-010.
KRS § 275.415 Registered office and registered agent for foreign limited liability company
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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…
KRS § 275.454 Venue
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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…
KRS § 275.455 Exercise of powers by Kentucky company in any state or country
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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.
KRS § 275.500 Share exchange between corporation and limited liability company
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(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…
KRS § 275.505 Approval of plan of share exchange
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(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…
KRS § 275.510 Articles of share exchange
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(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…
KRS § 275.515 Effect of share exchange
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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.
KRS § 275.520 Issuance of membership interests and distributions by nonprofit limited liability company prohibited -- Exception for some business entities
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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…
KRS § 275.525 Loans to members and managers by nonprofit limited liability company prohibited -- Exception for some business entities
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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…
KRS § 275.530 Distribution of assets of nonprofit limited liability company
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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…
KRS § 275.535 Procedure in liquidation of nonprofit limited liability company by court
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(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…
KRS § 275.540 Involuntary dissolution of nonprofit limited liability company
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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…