HB 207 (BR 896) - S. Brinkman
AN ACT relating to business entities.
Create a new section of KRS Chapter 362.1 to create a new provision relating to distributions of property of limited liability partnerships; create a new section of KRS Chapter 362.2 to specify the legal ramifications arising from a failure of a foreign limited partnership to obtain a certificate of authority; create a new section of KRS Chapter 271B.8 to set venue for certain actions relating to corporations; create a new section of KRS Chapter 272 to specify the liability of a purchaser of shares from an association; amend KRS 271B.14.200 change the deliver requirements for certain corporate filings; amend KRS 271B.14-210 to exempt from the notice sending provisions those notices sent to corporations that expire due to the passing of their period of duration; amend KRS 271B.14-220 to change registered office to principal office; amend KRS 271B.15-300 to change the predicate requirements for revoking a corporation's certificate of authority; amend KRS 271B.15-310 to change registered office to principal office; amend KRS 271B.16-220 to increase the information included on certain corporate filings; amend KRS 272.201 to remove provisions relating to liability for an association debts; amend KRS 272.490 to exempt from immunity the liability for a person's own misconduct; amend KRS 273.178 to remove the provision making the reservation of a corporate name nonrenewable; amend KRS 273.187 to modify the liability exposure of certain corporate officers and employees; amend KRS 273.223 to set venue for certain actions relating to corporations; amend KRS 273.318 modify the conditions necessary for administrative dissolution of a corporation; amend KRS 273.3181 to specify where and when notice must be sent; amend KRS 273.3182 to allow a corporation that has exceeded its period of duration a 60-day window to retroactively extend that period; amend KRS 273.3646 to alter the conditions necessary to revoke a foreign corporation's certificate of authority; amend KRS 273.3647 to utilize a principal rather than a registered office; amend KRS 273.3671 to increase the information contained in a corporation's annual report; amend KRS 274.015 to specify the applicability of KRS Chapter 271B to professional service corporations; amend KRS 274.017 to allow fractional shares and rights or options to purchase shares; amend KRS 274.055 apply designated general business corporation statutes to professional service corporations; amend KRS 274.245 to remove the requirement that a foreign professional service corporation obtain a certificate of authority if it has a Kentucky office; amend KRS 275.003 to allow LLC agreements to provide for penalties for LLC members who fail to contribute to the LLC; amend KRS 275.105 to allow reserved LLC names to be renewed; amend KRS 275.150 to exempt liability resulting from a person's own misconduct; amend KRS 275.265 to limit the right of assignees in the operation of an LLC; amend KRS 275.295 to modify the conditions for administrative dissolution of an LLC; amend KRS 275.360 to make a grammatical correction; amend KRS 275.440 to modify the conditions for revocation of a foreign LLC's certificate of authority; amend KRS 275.445 to change registered office to principal office; amend KRS 279.090 to allow liability to due an incorporator's or member's own conduct; amend KRS 279.390 to allow liability due to a member's or shareholder's own conduct; amend KRS 362.1-103 to allow for situations where LLC members fail to make required contributions; amend KRS 362.1-121 to specify the place of filing of an LLC's annual report; amend KRS 362.122 to modify the conditions necessary for administrative dissolution and the office where certain documents are sent; amend KRS 362.1-123 to modify the conditions necessary for revocation of a statement of foreign qualification and the office where certain documents are sent; amend KRS 362.1-504 to include the rights of a transferee; amend KRS 362.2-106 to specify the limited partnerships are subjects to future amendments and repeals of the state's partnership law; amend KRS 362.2-110 to establish rights with respect to noncontributing partners; amend KRS 362.2-303 to remove a limited partner's own misconduct from the grant of immunity; amend KRS 362.2-404 to remove a general partner's own misconduct from the grant of immunity; amend KRS 362.2-809 to modify the conditions necessary for administrative dissolution of a domestic limited partnership; amend KRS 362.2-810 and 362.2-811 to use a designated rather than a registered office; amend KRS 362.2-906 to modify the conditions for revocation of a certificate of authority for a foreign partnership; amend KRS 362.2-907 to use principal rather than registered offices and to apply the statute to limited partnerships; amend KRS 365.015 to include the use of fictitious names; amend KRS 382.335 to remove language relating to the organization or dissolution of a private corporation; amend KRS 386.4426 and 386.4428 to set a filing fee for original and amended certificates of authority; amend KRS 386.4444 to modify the conditions for revocation of a certificate of authority for a foreign business trust; amend KRS 386.466 to include limited partnerships and statutory and business trusts within the statute; repeal KRS 275.340.
Feb 3-introduced in House
Feb 4-to Judiciary (H)
Feb 13-posted in committee
