Ky. Rev. Stat. § 275.285

Current through Acts Received April 24, 2024

Section 275.285 - Dissolution of company

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.

KRS 275.285

Amended by 2015 Ky. Acts ch. 34,§ 46, eff. 6/22/2015.

Effective:1/1/2011
Repealed and reenacted 2010, Ky. Acts ch. 51, sec. 118, effective 7/15/2010; and amended ch. 151, sec. 144, effective1/1/2011. -- Amended 2007, Ky. Acts ch. 137, sec. 118, effective 6/26/2007. -- Amended 1998, Ky. Acts ch. 341, sec. 38, effective 7/15/1998. -- Created 1994 Ky. Acts ch. 389, sec. 57, effective 7/15/1994.