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KRS 275.285

Dissolution of company

Known as the Kentucky Limited Liability Company Act

The act spans §§ 275.001 to 275.540 (110 sections).

Effective: June 24, 2015 History: Amended 2015 Ky

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 occurrence of events specified in the articles of organization or a written operating agreement;

(3) Unless otherwise set forth in the operating agreement, the written consent of all of the members of a limited liability company;

(4) There are no remaining members, except that the limited liability company shall not be dissolved and its affairs shall not be wound up when:

(a) A member is admitted to the limited liability company in the manner provided for in a written operating agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; or (b) Unless otherwise provided in a written operating agreement, within ninety (90) days after the occurrence of the event that terminated the continued membership of the last remaining member, the successor-in-interest of the last remaining member agrees in writing to continue the limited liability company and to the admission of the successor-in-interest of that member or its designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member;

(5) Entry of a decree of judicial dissolution under KRS 275.290; or (6) Filing of a certificate of dissolution by the Secretary of State under KRS 14A.7-020; but (7) If a nonprofit limited liability company does not have members, subsection (4) of this section shall not apply.

Official source: Kentucky General Assembly. Reproduced from public-domain Kentucky statutes; confirm against the official source for the current text. Not legal advice.