Chapter 275. Limited Liability Companies

• 275.001 Short Title for Chapter
• 275.003 Construction of Chapter
• 275.005 Purpose of Limited Liability Company
• 275.010 Powers of Limited Liability Companies
• 275.015 Definitions for Chapter
• 275.020 Procedure for Forming Limited Liability Company
• 275.025 Contents of Articles of Organization
• 275.030 Amendment of Articles of Organization
• 275.035 Restatement of Articles of Organization
• 275.040 Statement of Change of Mailing Address
• 275.045 Requirements for Documents to be Filed with the Secretary of State
• 275.050 Prescribed Forms—Repealed
• 275.055 Fees for Filing Documents with Secretary of State
• 275.060 Effective Date and Time of Document—Repealed
• 275.065 Articles of Correction—Repealed
• 275.070 Duty of Secretary of State to File Document;  Manner of Filing;  Effect of Filing or Refusal to File—Repealed
• 275.075 Appeal of Refusal of Secretary of State to File Document—Repealed
• 275.080 Effect of Certificate of Secretary of State Attached to Copy of Filed Document—Repealed
• 275.085 Certificate of Existence;  Certificate of Authorization—Repealed
• 275.090 Prohibition Against Knowingly Signing False Document;  Penalty—Repealed
• 275.095 Personal Liability when Acting Without Authority
• 275.100 Name of Limited Liability Company
• 275.105 Reserved Limited Liability Company Name—Repealed
• 275.110 Registration of Name of Foreign Limited Liability Company—Repealed
• 275.115 Registered Office;  Registered Agent
• 275.120 Change of Registered Office or Registered Agent—Repealed
• 275.125 Resignation of Registered Agent—Repealed
• 275.130 Service of Process—Repealed
• 275.135 Members or Managers as Agents
• 275.140 Effect of Statements by Members or Managers
• 275.145 Effect of Notice to Members or Managers
• 275.150 Immunity from Personal Liability
• 275.155 Proper Parties to Proceedings
• 275.160 Operations Outside Kentucky;  Kentucky Law Controlling in Cases of Conflict
• 275.165 Management of Company;  Delegation of Powers;  Limitation on Remuneration for Services Performed
• 275.170 Duties of Care and Loyalty;  Approval of Conflict of Interest Transactions;  Remedy for Breach of the Duty of Loyalty
• 275.172 Expulsion of Member of Limited Liability Company;  Conditions
• 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
• 275.177 Enforcement of Limitations on Amendment of Operating Agreement
• 275.180 Operating Agreement Provisions on Personal Liability and Indemnification
• 275.185 Required Records;  Inspection Right of Member;  Limitations upon Use of Records
• 275.190 Annual Report
• 275.195 Consideration for Issuance of Interest;  Members
• 275.200 Obligation to Make Contribution;  Compromise
• 275.205 Allocation of Profits and Losses Among Members
• 275.210 Distribution of Cash or Other Assets
• 275.215 Effect of Event of Disassociation Which Does Not Cause Dissolution—Repealed
• 275.220 Member Not Entitled to Distribution Other than in Cash;  Restriction on in-Kind Distribution
• 275.225 Circumstances Preventing Distribution;  Determination;  Definition
• 275.230 Liability for Unlawful Distribution;  Effect of Unlawful Distribution;  Limitation of Action
• 275.235 Member's Rights and Remedies when Entitled to Receive a Distribution
• 275.240 Title to Property Held by Company
• 275.245 Transfer of Property Held in Name of Company
• 275.247 Sale of Assets Other than in Regular Course of Business
• 275.250 Status of Company Interest as Personal Property
• 275.255 Assignment of Interest
• 275.260 Member's Transferable Interest Subject to Charging Order
• 275.265 Assignee of an Interest as a Member of the Company
• 275.270 Member's Legal Representative to Have Rights of Assignee if Member Dies or is Declared Incompetent—Repealed
• 275.275 Admission to Membership in Company
• 275.280 Cessation of Membership
• 275.285 Dissolution of Company
• 275.290 Judicial Dissolution
• 275.295 Administrative Dissolution;  Reinstatement—Repealed
• 275.300 Winding up of Affairs; Effect of Dissolution
• 275.305 Binding Acts of Member or Manager;  Notice of Dissolution
• 275.310 Distribution of Assets
• 275.315 Articles of Dissolution
• 275.320 Disposition of Claims
• 275.325 Publication of Notice of Dissolution;  Barred Claims;  Enforceable Claims
• 275.330 Use of Company's Name in Judicial Actions
• 275.335 Persons Who May Sue in Company's Name;  Recording of Votes;  Prosecution and Settlement of Suits
• 275.337 Derivative Actions
• 275.340 Effect of Determination that Member or Manager Lacks Authority to Sue on Behalf of Company—Repealed
• 275.345 Right of Company to Merge with Other Business Entities;  Exception;  NO Right of Dissent
• 275.350 Approval of Proposed Merger;  NO Right of Dissent
• 275.355 Plan of Merger
• 275.360 Articles of Merger
• 275.365 Effect of Merger
• 275.370 Conversion of Partnership or Limited Partnership to Limited Liability Company
• 275.372 Conversion of Limited Liability Company into Limited Partnership
• 275.375 Effect of Conversion
• 275.376 Conversion of Corporation or Foreign Corporation to Limited Liability Company
• 275.377 Effect of Conversion of Corporation to Limited Liability Company
• 275.380 Laws Governing Foreign Limited Liability Company
• 275.385 Transaction of Business by Foreign Limited Liability Company
• 275.390 Certificate of Authority Required of Foreign Limited Liability Company for Access to Courts;  Civil Penalty for Violation—Repealed
• 275.395 Application for Certificate of Authority for Foreign Limited Liability Company—Repealed
• 275.400 Amended Certificate of Authority for Foreign Limited Liability Company—Repealed
• 275.405 Effect of Certificate of Authority for Foreign Limited Liability Company—Repealed
• 275.410 Name Used by Foreign Limited Liability Company—Repealed
• 275.415 Registered Office and Registered Agent for Foreign Limited Liability Company
• 275.420 Change of Registered Office or Registered Agent for Foreign Limited Liability Company—Repealed
• 275.425 Statement of Resignation of Registered Agent of Foreign Limited Liability Company—Repealed
• 275.430 Service of Process on Foreign Limited Liability Company—Repealed
• 275.435 Certificate of Withdrawal for Foreign Limited Liability Company—Repealed
• 275.440 Grounds for Revocation of Certificate of Authority of Foreign Limited Liability Company—Repealed
• 275.445 Notice of Determination;  Revocation of Certificate;  Effect of Revocation—Repealed
• 275.450 Appeal of Revocation—Repealed
• 275.454 Venue
• 275.455 Exercise of Powers by Kentucky Company in Any State or Country
• 275.500 Share Exchange Between Corporation and Limited Liability Company
• 275.505 Approval of Plan of Share Exchange
• 275.510 Articles of Share Exchange
• 275.515 Effect of Share Exchange
• 275.520 Issuance of Membership Interests and Distributions by Nonprofit Limited Liability Company Prohibited;  Exception for Some Business Entities
• 275.525 Loans to Members and Managers by Nonprofit Limited Liability Company Prohibited;  Exception for Some Business Entities
• 275.530 Distribution of Assets of Nonprofit Limited Liability Company
• 275.535 Procedure in Liquidation of Nonprofit Limited Liability Company by Court
• 275.540 Involuntary Dissolution of Nonprofit Limited Liability Company