Title XXIII, Private Corporations and Associations

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…

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…

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…

(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…

(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…

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…