09RS House Bill 207

House Bill 207

Actions

Last Action	posted in committee
Title	AN ACT relating to business entities.
Bill Documents	Bill
Bill Request Number	896
Sponsor	S. Brinkman
Summary of Original Version	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.
Index Headings of Original Version	Civil Actions - Business entities, creation, operation, and dissolution of Consumer Affairs - Business entities, creation, operation, and dissolution of Contracts - Business entities, creation, operation, and dissolution of Corporations - Business entities, creation, operation, and dissolution of Courts - Business entities, creation, operation, and dissolution of Partnerships - Business entities, creation, operation, and dissolution of

02/03/09	introduced in House
02/04/09	to Judiciary (H)
02/13/09	posted in committee