Kentucky Revised Statutes
Includes enactments through the 2024 Regular Session
Chapter titles, centered headings, section catchlines, and explanatory notes are for informational purposes only and do not constitute any part of the law. For general laws governing construction of statutes, see KRS Chapter 446.
The KRS database was last updated on 11/20/2024
.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 filed with the Secretary of State.
.050 Repealed, 2011.
.055 Fees for filing documents with Secretary of State.
.060 Repealed, 2011.
.065 Repealed, 2011.
.070 Repealed, 2011.
.075 Repealed, 2011.
.080 Repealed, 2011.
.085 Repealed, 2011.
.090 Repealed, 2011.
.095 Personal liability when acting without authority.
.100 Name of limited liability company.
.105 Repealed, 2011.
.110 Repealed, 2011.
.115 Registered office -- Registered agent.
.120 Repealed, 2011.
.125 Repealed, 2011.
.130 Repealed, 2011.
.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 -- Limitation on remuneration for services performed.
.170 Duties of care and loyalty -- Approval of conflict of interest transactions -- Remedy for breach of the duty of loyalty.
.172 Expulsion of member of limited liability company -- Conditions.
.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.
.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 Admission to membership in company.
.280 Cessation of membership.
.285 Dissolution of company.
.290 Judicial dissolution.
.295 Repealed, 2011.
.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 -- Recording of votes -- Prosecution and settlement of suits.
.337 Derivative actions.
.340 Repealed, 2010.
.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 or foreign 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 Repealed, 2011.
.395 Repealed, 2011.
.400 Repealed, 2011.
.405 Repealed, 2011.
.410 Repealed, 2011.
.415 Registered office and registered agent for foreign limited liability company.
.420 Repealed, 2011.
.425 Repealed, 2011.
.430 Repealed, 2011.
.435 Repealed, 2011.
.440 Repealed, 2011.
.445 Repealed, 2011.
.450 Repealed, 2011.
.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 -- Exception for some business entities.
.525 Loans to members and managers by nonprofit limited liability company prohibited -- Exception for some business entities.
.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.