Title XXIII, Private Corporations and Associations

This chapter shall be known and may be cited as the "Kentucky Limited Liability Company Act."

(1) It shall be the policy of the General Assembly through this chapter to give maximum effect to the principles of freedom of contract and the enforceability of operating agreements. Unless displaced by particular provisions of this chapter, the principles of law and equity shal…

A limited liability company may be organized under this chapter for any lawful purpose, including the provision of one (1) or more professional services conducted in or outside the Commonwealth. Except as otherwise provided in KRS 275.150, if the purpose for which a limited liabi…

(1) Except as otherwise set forth in this chapter or unless the articles of organization or operating agreement provide otherwise, every limited liability company shall have the powers to do all things necessary or convenient to carry out its business and affairs. (2) A limited l…

As used in this chapter, unless the context otherwise requires: (1) "Articles of organization" means the articles filed in conformity with the provisions of KRS 275.020 and 275.025, and those articles as amended or restated; (2) "Business entity" means a domestic or foreign limit…

(1) One (1) or more persons may serve as the organizer and form a limited liability company by delivering articles of organization to the Secretary of State for filing. It shall not be necessary that the person or persons be members of the limited liability company. (2) Unless a …

(1) The articles of organization shall set forth: (a) A name for the limited liability company that satisfies the requirements of KRS 14A.3-010; (b) The registered office and initial registered agent that satisfy the requirements of KRS 14A.4-010; (c) The mailing address of the i…

(1) A limited liability company shall amend its articles of organization to add or change a provision that is required by this chapter to be included in the articles of organization. A limited liability company may amend its articles of organization to add, change, or delete a pr…

(1) A limited liability company may restate its articles of organization by delivering to the Secretary of State for filing articles of restatement setting forth the name of the limited liability company and the text of the restated articles of organization together with a certif…

A limited liability company that changes the mailing address of its principal place of business shall comply with KRS 14A.5-010.

Each document delivered by a domestic or foreign limited liability company to the Secretary of State for filing shall satisfy the requirements of KRS 14A.2-010 to 14A.2- 150.

The Secretary of State shall collect the following fees when the documents described in this section are delivered to him for filing: (1) Articles of organization ..................................................................................$ 40.00 (2) Amendment of article of…

All persons purporting to act as or on behalf of a limited liability company, knowing there has been no organization under this chapter, or who assume to act for a limited liability company without authority to do so, shall be jointly and severally liable for all liabilities crea…

The name of each limited liability company shall satisfy the requirements of KRS 14A.3- 010.

Each domestic limited liability company shall continuously maintain in this Commonwealth a registered office and a registered agent that comply with KRS 14A.4- 010.

(1) Except as provided in subsection (2) of this section, every member shall be an agent of the limited liability company for the purpose of its business or affairs, and the act of any member, including but not limited to the execution in the name of the limited liability company…

(1) Except as provided in subsection (2) of this section, an admission, statement, or representation made by any member concerning the business or affairs of a limited liability company within the scope of the member's authority as provided for by this chapter shall be evidence a…

(1) Except as provided in subsection (2) of this section, notice to any member of any matter relating to the business or affairs of the limited liability company, and the knowledge of the member acting in the particular matter, acquired while a member or known at the time of beco…

(1) Except as provided in subsection (2) of this section or as otherwise specifically set forth in other sections in this chapter, no member, manager, employee, or agent of a limited liability company, including a professional limited liability company, shall be personally liable…

A member of a limited liability company shall not be a proper party to a proceeding by or against a limited liability company, solely by reason of being a member of the limited liability company, except if the object of the proceeding is to enforce a member's right against or lia…

conflict. (1) A limited liability company may conduct its business, carry on its operations, and exercise the power granted by this chapter in any state or in any foreign country. (2) The personal liability of members, managers, employees, and agents of a limited liability compan…

remuneration for services performed. (1) Unless the articles of organization vest management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall vest in the members. Subject to any provisions in …

Remedy for breach of the duty of loyalty. Unless otherwise provided in a written operating agreement: (1) With respect to any claim for breach of the duty of care, a member or manager shall not be liable, responsible, or accountable in damages or otherwise to the limited liabilit…

(1) On application by the limited liability company, a person is expelled as a member by judicial order: (a) If the person has engaged or is engaging in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company's activities;…

affirmative vote of members -- Written operating agreement for company without members -- No right of dissent -- Written operating agreement provisions relating to right to vote, approve, or consent. (1) Unless otherwise provided in the articles of organization, a written operati…

If a written operating agreement contains a provision to the effect that any amendment to the operating agreement of the limited liability company shall be in writing and adopted in accordance with the provisions of the operating agreement, then the provision shall be enforceable…

A written operating agreement may: (1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in KRS 275.170; and (2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines…

records. (1) A limited liability company shall keep at its principal office or other location as set forth in a written operating agreement, the following: (a) A current list, and all past lists, setting forth the full name and last known mailing address of each member and, if an…

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

(1) A limited liability company interest may be issued in exchange for consideration consisting of cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. (2) A person may be admitted to a limited liabilit…

(1) An obligation of a member to make a contribution to the limited liability company shall not be enforceable unless set forth in a writing signed by the member. (2) Unless otherwise provided in an operating agreement, a member shall be obligated to the limited liability company…

Profits and losses of a limited liability company shall be allocated among the members and among classes of members in the manner provided in the operating agreement. If a written operating agreement does not otherwise provide, profits and losses shall be allocated on the basis o…

Except as otherwise provided in KRS 275.310, distributions of cash or other assets of a limited liability company shall be allocated among the members and among classes of members in the manner provided in writing in an operating agreement. If the operating agreement does not so …

kind distribution. Unless otherwise provided in a written operating agreement: (1) A member, regardless of the nature of the member's contribution, shall not have a right to demand and receive any distribution from the limited liability company in any form other than cash; (2) A …

(1) No distribution shall be made if, after giving effect to the distribution: (a) The limited liability company would not be able to pay its debts as they become due in the usual course of business; (b) The limited liability company's assets would be less than the sum of its lia…

Limitation of action. (1) A member or manager who votes for or assents to a distribution in violation of an operating agreement or KRS 275.225 shall be personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have be…

At the time a member becomes entitled to receive a distribution, the member shall have the status of, and shall be entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.

(1) Property transferred to or otherwise acquired by a limited liability company shall be the property of the limited liability company and not of the members individually. (2) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate i…

(1) Except as provided in subsection (2) of this section, property of the limited liability company held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member so authorized in the name of the limited liability company.…

(1) Except as may be otherwise provided in a written operating agreement, a limited liability company may sell, lease, exchange, or otherwise dispose of all or substantially all of its property with or without the good will, otherwise than in the usual and regular course of busin…

A limited liability company interest shall be personal property.

(1) Unless otherwise provided in a written operating agreement: (a) A limited liability company interest shall be assignable in whole or in part; (b) An assignment shall entitle the assignee to receive, to the extent assigned, only the distributions to which the assignor would be…

(1) This section provides the exclusive remedy by which the judgment creditor of a member or the assignee of a member may satisfy a judgment out of the judgment debtor's limited liability company interest. (2) On application to a court of competent jurisdiction by a judgment cred…

(1) Unless otherwise provided in a written operating agreement, an assignee of a limited liability company interest shall become a member only if a majority-in- interest of the members consent. The consent of a member may be evidenced in any manner specified in writing in an oper…

(1) Subject to subsection (2) of this section, a person may become a member in a limited liability company: (a) In the case of the person acquiring a limited liability company interest directly from a limited liability company, upon compliance with an operating agreement or, if a…

(1) A person shall disassociate from and cease to be a member of a limited liability company upon the occurrence of one (1) or more of the following events: (a) Subject to the provisions of subsection (3) of this section, the member withdraws by voluntary act from the limited lia…

A limited liability company shall be dissolved, and it shall commence to wind up its affairs upon the happening of the first to occur of the following: (1) The expiration of the term of the limited liability company set forth in the articles of organization, if any; (2) Upon the …

(1) The Circuit Court for the county in which the principal office of the limited liability company is located, or, if none, in the county of the registered office, may dissolve a limited liability company in a proceeding by a member if it is established that it is not reasonably…

(1) Except as otherwise provided in a written operating agreement the business or affairs of the limited liability company may be wound up: (a) By the members or managers who have authority pursuant to KRS 275.165 to manage the limited liability company prior to dissolution; or (…

(1) Except as provided in subsections (3) and (4) of this section, after dissolution of the limited liability company, each member or manager having authority to wind up the limited liability company's business and affairs may bind the limited liability company: (a) By any act ap…