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Kentucky Chapter 275 — Limited Liability Companies

110 sections hosted, reproduced from the official public-domain source.

  • KRS 275.001— Short title for chapter
  • KRS 275.003— Construction of chapter
  • KRS 275.005— Purpose of limited liability company
  • KRS 275.010— Powers of limited liability companies
  • KRS 275.015— Definitions for chapter
  • KRS 275.020— Procedure for forming limited liability company
  • KRS 275.025— Contents of articles of organization
  • KRS 275.030— Amendment of articles of organization
  • KRS 275.035— Restatement of articles of organization
  • KRS 275.040— Statement of change of mailing address
  • KRS 275.045— Requirements for documents to be filed with the Secretary of State
  • KRS 275.050— Repealed, 2011
  • KRS 275.055— Fees for filing documents with Secretary of State
  • KRS 275.060— Repealed, 2011
  • KRS 275.065— Repealed, 2011
  • KRS 275.070— Repealed, 2011
  • KRS 275.075— Repealed, 2011
  • KRS 275.080— Repealed, 2011
  • KRS 275.085— Repealed, 2011
  • KRS 275.090— Repealed, 2011
  • KRS 275.095— Personal liability when acting without authority
  • KRS 275.100— Name of limited liability company
  • KRS 275.105— Repealed, 2011
  • KRS 275.110— Repealed, 2011
  • KRS 275.115— Registered office -- Registered agent
  • KRS 275.120— Repealed, 2011
  • KRS 275.125— Repealed, 2011
  • KRS 275.130— Repealed, 2011
  • KRS 275.135— Members or managers as agents
  • KRS 275.140— Effect of statements by members or managers
  • KRS 275.145— Effect of notice to members or managers
  • KRS 275.150— Immunity from personal liability
  • KRS 275.155— Proper parties to proceedings
  • KRS 275.160— Operations outside Kentucky -- Kentucky law controlling in cases of conflict
  • KRS 275.165— Management of company -- Delegation of powers -- Limitation on remuneration for services performed
  • KRS 275.170— Duties of care and loyalty -- Approval of conflict of interest transactions -- Remedy for breach of the duty of loyalty
  • KRS 275.172— Expulsion of member of limited liability company -- Conditions
  • KRS 275.175— Number 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
  • KRS 275.177— Enforcement of limitations on amendment of operating agreement
  • KRS 275.180— Operating agreement provisions on personal liability and indemnification
  • KRS 275.185— Required records -- Inspection right of member -- Limitations upon use of records
  • KRS 275.190— Annual report
  • KRS 275.195— Consideration for issuance of interest -- Members
  • KRS 275.200— Obligation to make contribution -- Compromise
  • KRS 275.205— Allocation of profits and losses among members
  • KRS 275.210— Distribution of cash or other assets
  • KRS 275.215— Repealed, 1998
  • KRS 275.220— Member not entitled to distribution other than in cash -- Restriction on in-kind distribution
  • KRS 275.225— Circumstances preventing distribution -- Determination -- Definition
  • KRS 275.230— Liability for unlawful distribution -- Effect of unlawful distribution -- Limitation of action
  • KRS 275.235— Member's rights and remedies when entitled to receive a distribution
  • KRS 275.240— Title to property held by company
  • KRS 275.245— Transfer of property held in name of company
  • KRS 275.247— Sale of assets other than in regular course of business
  • KRS 275.250— Status of company interest as personal property
  • KRS 275.255— Assignment of interest
  • KRS 275.260— Member's transferable interest subject to charging order
  • KRS 275.265— Assignee of an interest as a member of the company
  • KRS 275.270— Repealed, 1998
  • KRS 275.275— Admission to membership in company
  • KRS 275.280— Cessation of membership
  • KRS 275.285— Dissolution of company
  • KRS 275.290— Judicial dissolution
  • KRS 275.295— Repealed, 2011
  • KRS 275.300— Winding up of affairs -- Effect of dissolution
  • KRS 275.305— Binding acts of member or manager -- Notice of dissolution
  • KRS 275.310— Distribution of assets
  • KRS 275.315— Articles of dissolution
  • KRS 275.320— Disposition of claims
  • KRS 275.325— Publication of notice of dissolution -- Barred claims -- Enforceable claims
  • KRS 275.330— Use of company's name in judicial actions
  • KRS 275.335— Persons who may sue in company's name -- Recording of votes -- Prosecution and settlement of suits
  • KRS 275.337— Derivative actions
  • KRS 275.340— Repealed, 2010
  • KRS 275.345— Right of company to merge with other business entities -- Exception -- No right of dissent
  • KRS 275.350— Approval of proposed merger -- No right of dissent
  • KRS 275.355— Plan of merger
  • KRS 275.360— Articles of merger
  • KRS 275.365— Effect of merger
  • KRS 275.370— Conversion of partnership or limited partnership to limited liability company
  • KRS 275.372— Conversion of limited liability company into limited partnership
  • KRS 275.375— Effect of conversion
  • KRS 275.376— Conversion of corporation or foreign corporation to limited liability company
  • KRS 275.377— Effect of conversion of corporation to limited liability company
  • KRS 275.380— Laws governing foreign limited liability company
  • KRS 275.385— Transaction of business by foreign limited liability company
  • KRS 275.390— Repealed, 2011
  • KRS 275.395— Repealed, 2011
  • KRS 275.400— Repealed, 2011
  • KRS 275.405— Repealed, 2011
  • KRS 275.410— Repealed, 2011
  • KRS 275.415— Registered office and registered agent for foreign limited liability company
  • KRS 275.420— Repealed, 2011
  • KRS 275.425— Repealed, 2011
  • KRS 275.430— Repealed, 2011
  • KRS 275.435— Repealed, 2011
  • KRS 275.440— Repealed, 2011
  • KRS 275.445— Repealed, 2011
  • KRS 275.450— Repealed, 2011
  • KRS 275.454— Venue
  • KRS 275.455— Exercise of powers by Kentucky company in any state or country
  • KRS 275.500— Share exchange between corporation and limited liability company
  • KRS 275.505— Approval of plan of share exchange
  • KRS 275.510— Articles of share exchange
  • KRS 275.515— Effect of share exchange
  • KRS 275.520— Issuance of membership interests and distributions by nonprofit limited liability company prohibited -- Exception for some business entities
  • KRS 275.525— Loans to members and managers by nonprofit limited liability company prohibited -- Exception for some business entities
  • KRS 275.530— Distribution of assets of nonprofit limited liability company
  • KRS 275.535— Procedure in liquidation of nonprofit limited liability company by court
  • KRS 275.540— Involuntary dissolution of nonprofit limited liability company