Kentucky Revised Statutes

Includes Enactments through the 2007 Regular Session
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KRS Chapter 275.00

.001   Short title for chapter.

.003   Construction of chapter.

.005   Purpose of limited liability company.

.010   Powers of limited liability companies.

.015   Definitions for chapter.

.020   Procedure for forming limited liability company.

.025   Contents of articles of organization.

.030   Amendment of articles of organization.

.035   Restatement of articles of organization.

.040   Statement of change of mailing address.

.045   Requirements for documents to be entitled to filing by Secretary of State.

.050   Prescribed forms.

.055   Fees for filing documents with Secretary of State.

.060   Effective date and time of document.

.065   Articles of correction.

.070   Duty of Secretary of State to file document -- Manner of filing -- Effect of filing or refusal to file.

.075   Appeal of refusal of Secretary of State to file document.

.080   Effect of certificate of Secretary of State attached to copy of filed document.

.085   Certificate of existence -- Certificate of authorization.

.090   Prohibition against knowingly signing false document -- Penalty.

.095   Joint and several liability for knowingly purporting to act for nonexistent organization.

.100   Name of limited liability company.

.105   Reserved limited liability company name.

.110   Registration of name of foreign limited liability company.

.115   Registered office -- Registered agent.

.120   Change of registered office or registered agent.

.125   Resignation of registered agent.

.130   Service of process.

.135   Members or managers as agents.

.140   Effect of statements by members or managers.

.145   Effect of notice to members or managers.

.150   Immunity from personal liability.

.155   Proper parties to proceedings.

.160   Operations outside Kentucky -- Kentucky law controlling in cases of conflict.

.165   Management of company -- Delegation of powers.

.170   Liability of management for certain conduct -- Member's duties as member in managed limited liability company.

.175   Number of votes required to do business -- No right of dissent.

.177   Enforcement of limitations on amendment of operating agreement.

.180   Operating agreement provisions on personal liability and indemnification.

.185   Required records -- Inspection right of member -- Limitations upon use of records.

.190   Annual report.

.195   Consideration for issuance of interest -- Members.

.200   Obligation to make contribution -- Compromise.

.205   Allocation of profits and losses among members.

.210   Distribution of cash or other assets.

.215   Repealed, 1998.

.220   Member not entitled to distribution other than in cash -- Restriction on in-kind distribution.

.225   Circumstances preventing distribution -- Determination -- Definition.

.230   Liability for unlawful distribution -- Effect of unlawful distribution -- Limitation of action.

.235   Member's rights and remedies when entitled to receive a distribution.

.240   Title to property held by company.

.245   Transfer of property held in name of company.

.247   Sale of assets other than in regular course of business.

.250   Status of company interest as personal property.

.255   Assignment of interest.

.260   Member's transferable interest subject to charging order.

.265   Assignee of an interest as a member of the company.

.270   Repealed, 1998.

.275.275   Admission to membership in company.

.280   Cessation of membership.

.285   Dissolution of company.

.290   Judicial dissolution.

.295   Administrative dissolution -- Reinstatement.

.300   Winding up of affairs -- Effect of dissolution.

.305   Binding acts of member or manager -- Notice of dissolution.

.310   Distribution of assets.

.315   Articles of dissolution.

.320   Disposition of claims.

.325   Publication of notice of dissolution -- Barred claims -- Enforceable claims.

.330   Use of company's name in judicial actions.

.335   Persons who may sue in company's name.

.340   Effect of determination that member or manager lacks authority to sue on behalf of company.

.345   Right of company to merge with other business entities -- Exception -- No right of dissent.

.350   Approval of proposed merger -- No right of dissent.

.355   Plan of merger.

.360   Articles of merger.

.365   Effect of merger.

.370   Conversion of partnership or limited partnership to limited liability company.

.372   Conversion of limited liability company into limited partnership.

.375   Effect of conversion.

.376   Conversion of corporation to limited liability company.

.377   Effect of conversion of corporation to limited liability company.

.380   Laws governing foreign limited liability company.

.385   Transaction of business by foreign limited liability company.

.390   Certificate of authority required of foreign limited liability company for access to courts -- Civil penalty for violation.

.395   Application for certificate of authority for foreign limited liability company.

.400   Amended certificate of authority for foreign limited liability company.

.405   Effect of certificate of authority for foreign limited liability company.

.410   Name used by foreign limited liability company.

.415   Registered office and registered agent for foreign limited liability company.

.420   Change of registered office or registered agent for foreign limited liability company.

.425   Statement of resignation of registered agent of foreign limited liability company.

.430   Service of process on foreign limited liability company.

.435   Certificate of withdrawal for foreign limited liability company.

.440   Grounds for revocation of certificate of authority of foreign limited liability company.

.445   Notice of determination -- Revocation of certificate -- Effect of revocation.

.450   Appeal of revocation.

.454   Venue.

.455   Exercise of powers by Kentucky company in any state or country.

.500   Share exchange between corporation and limited liability company.

.505   Approval of plan of share exchange.

.510   Articles of share exchange.

.515   Effect of share exchange.

.520   Issuance of membership interests and distributions by nonprofit limited liability company prohibited.

.525   Loans to members and managers by nonprofit limited liability company prohibited.

.530   Distribution of assets of nonprofit limited liability company.

.535   Procedure in liquidation of nonprofit limited liability company by court.

.540   Involuntary dissolution of nonprofit limited liability company.

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