Ky. Rev. Stat. Ann. ch. 275 – Limited Liability Companies | Midpage

Collections
Kentucky Revised Statutes

Chapter 275

Ky. Rev. Stat. Ann. ch. 275

Limited Liability Companies

Commonwealth of Kentucky

275.001Short title for chapter.275.003Construction of chapter.275.005Purpose of limited liability company.275.010Powers of limited liability companies.275.015Definitions for chapter.275.020Procedure for forming limited liability company.275.025Contents of articles of organization.275.030Amendment of articles of organization.275.035Restatement of articles of organization.275.040Statement of change of mailing address.275.045Requirements for documents to be filed with the Secretary of State.275.055Fees for filing documents with Secretary of State.275.095Personal liability when acting without authority.275.100Name of limited liability company.275.115Registered office -- Registered agent.275.135Members or managers as agents.275.140Effect of statements by members or managers.275.145Effect of notice to members or managers.275.150Immunity from personal liability.275.155Proper parties to proceedings.275.160Operations outside Kentucky -- Kentucky law controlling in cases of conflict.275.165Management of company -- Delegation of powers -- Limitation on remuneration for services performed.275.170Duties of care and loyalty -- Approval of conflict of interest transactions -- Remedy for breach of the duty of loyalty.275.172Expulsion of member of limited liability company -- Conditions.275.175Number of votes required to do business -- Circumstances requiring 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.275.177Enforcement of limitations on amendment of operating agreement.275.180Operating agreement provisions on personal liability and indemnification.275.185Required records -- Inspection right of member -- Limitations upon use of records.275.190Annual report.275.195Consideration for issuance of interest -- Members.275.200Obligation to make contribution -- Compromise.275.205Allocation of profits and losses among members.275.210Distribution of cash or other assets.275.220Member not entitled to distribution other than in cash -- Restriction on in-kind distribution.275.225Circumstances preventing distribution -- Determination -- Definition.275.230Liability for unlawful distribution -- Effect of unlawful distribution -- Limitation of action.275.235Member's rights and remedies when entitled to receive a distribution.275.240Title to property held by company.275.245Transfer of property held in name of company.275.247Sale of assets other than in regular course of business.275.250Status of company interest as personal property.275.255Assignment of interest.275.260Member's transferable interest subject to charging order.275.265Assignee of an interest as a member of the company.275.275Admission to membership in company.275.280Cessation of membership.275.285Dissolution of company.275.290Judicial dissolution.275.300Winding up of affairs -- Effect of dissolution.275.305Binding acts of member or manager -- Notice of dissolution.275.310Distribution of assets.275.315Articles of dissolution.275.320Disposition of claims.275.325Publication of notice of dissolution -- Barred claims -- Enforceable claims.275.330Use of company's name in judicial actions.275.335Persons who may sue in company's name -- Recording of votes -- Prosecution and settlement of suits.275.337Derivative actions.275.345Right of company to merge with other business entities -- Exception -- No right of dissent.275.350Approval of proposed merger -- No right of dissent.275.355Plan of merger.275.360Articles of merger.275.365Effect of merger.275.370Conversion of partnership or limited partnership to limited liability company.275.372Conversion of limited liability company into limited partnership.275.375Effect of conversion.275.376Conversion of corporation or foreign corporation to limited liability company.275.377Effect of conversion of corporation to limited liability company.275.380Laws governing foreign limited liability company.275.385Transaction of business by foreign limited liability company.275.415Registered office and registered agent for foreign limited liability company.275.454Venue.275.455Exercise of powers by Kentucky company in any state or country.275.500Share exchange between corporation and limited liability company.275.505Approval of plan of share exchange.275.510Articles of share exchange.275.515Effect of share exchange.275.520Issuance of membership interests and distributions by nonprofit limited liability company prohibited -- Exception for some business entities.275.525Loans to members and managers by nonprofit limited liability company prohibited -- Exception for some business entities.275.530Distribution of assets of nonprofit limited liability company.275.535Procedure in liquidation of nonprofit limited liability company by court.275.540Involuntary dissolution of nonprofit limited liability company.