§ 275.001 Short title for chapter
§ 275.003 Construction of chapter
§ 275.005 Purpose of limited liability company
§ 275.010 Powers of limited liability companies
§ 275.015 Definitions for chapter
§ 275.020 Procedure for forming limited liability company
§ 275.025 Contents of articles of organization
§ 275.030 Amendment of articles of organization
§ 275.035 Restatement of articles of organization
§ 275.040 Statement of change of mailing address
§ 275.045 Requirements for documents to be filed with the Secretary of State
§ 275.055 Fees for filing documents with Secretary of State
§ 275.095 Personal liability when acting without authority
§ 275.100 Name of limited liability company
§ 275.115 Registered office — Registered agent
§ 275.135 Members or managers as agents
§ 275.140 Effect of statements by members or managers
§ 275.145 Effect of notice to members or managers
§ 275.150 Immunity from personal liability
§ 275.155 Proper parties to proceedings
§ 275.160 Operations outside Kentucky — Kentucky law controlling in cases of conflict
§ 275.165 Management of company — Delegation of powers — Limitation on remuneration for services performed
§ 275.170 Duties of care and loyalty — Approval of conflict of interest transactions — Remedy for breach of the duty of loyalty
§ 275.172 Expulsion of member of limited liability company — Conditions
§ 275.175 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, app
§ 275.177 Enforcement of limitations on amendment of operating agreement
§ 275.180 Operating agreement provisions on personal liability and indemnification
§ 275.185 Required records — Inspection right of member — Limitations upon use of records
§ 275.190 Annual report
§ 275.195 Consideration for issuance of interest — Members
§ 275.200 Obligation to make contribution — Compromise
§ 275.205 Allocation of profits and losses among members
§ 275.210 Distribution of cash or other assets
§ 275.220 Member not entitled to distribution other than in cash — Restriction on in-kind distribution
§ 275.225 Circumstances preventing distribution — Determination — Definition
§ 275.230 Liability for unlawful distribution — Effect of unlawful distribution — Limitation of action
§ 275.235 Member’s rights and remedies when entitled to receive a distribution
§ 275.240 Title to property held by company
§ 275.245 Transfer of property held in name of company
§ 275.247 Sale of assets other than in regular course of business
§ 275.250 Status of company interest as personal property
§ 275.255 Assignment of interest
§ 275.260 Member’s transferable interest subject to charging order
§ 275.265 Assignee of an interest as a member of the company
§ 275.275 Admission to membership in company
§ 275.280 Cessation of membership
§ 275.285 Dissolution of company
§ 275.290 Judicial dissolution
§ 275.300 Winding up of affairs — Effect of dissolution
§ 275.305 Binding acts of member or manager — Notice of dissolution
§ 275.310 Distribution of assets
§ 275.315 Articles of dissolution
§ 275.320 Disposition of claims
§ 275.325 Publication of notice of dissolution — Barred claims — Enforceable claims
§ 275.330 Use of company’s name in judicial actions
§ 275.335 Persons who may sue in company’s name — Recording of votes — Prosecution and settlement of suits
§ 275.337 Derivative actions
§ 275.345 Right of company to merge with other business entities — Exception — No right of dissent
§ 275.350 Approval of proposed merger — No right of dissent
§ 275.355 Plan of merger
§ 275.360 Articles of merger
§ 275.365 Effect of merger
§ 275.370 Conversion of partnership or limited partnership to limited liability company
§ 275.372 Conversion of limited liability company into limited partnership
§ 275.375 Effect of conversion
§ 275.376 Conversion of corporation or foreign corporation to limited liability company
§ 275.377 Effect of conversion of corporation to limited liability company
§ 275.380 Laws governing foreign limited liability company
§ 275.385 Transaction of business by foreign limited liability company
§ 275.415 Registered office and registered agent for foreign limited liability company
§ 275.454 Venue
§ 275.455 Exercise of powers by Kentucky company in any state or country
§ 275.500 Share exchange between corporation and limited liability company
§ 275.505 Approval of plan of share exchange
§ 275.510 Articles of share exchange
§ 275.515 Effect of share exchange
§ 275.520 Issuance of membership interests and distributions by nonprofit limited liability company prohibited — Exception for some business entities
§ 275.525 Loans to members and managers by nonprofit limited liability company prohibited — Exception for some business entities
§ 275.530 Distribution of assets of nonprofit limited liability company
§ 275.535 Procedure in liquidation of nonprofit limited liability company by court
§ 275.540 Involuntary dissolution of nonprofit limited liability company
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Terms Used In Kentucky Statutes > Chapter 275 - Limited Liability Companies

  • Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • any other state: includes any state, territory, outlying possession, the District of Columbia, and any foreign government or country. See Kentucky Statutes 446.010
  • Appraisal: A determination of property value.
  • Articles of organization: means the articles filed in conformity with the provisions of KRS §. See Kentucky Statutes 275.015
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney: means attorney-at-law. See Kentucky Statutes 446.010
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Business entity: means a domestic or foreign limited liability company, corporation, partnership, limited partnership, business or statutory trust, and not-for-profit unincorporated association. See Kentucky Statutes 275.015
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: means a profit or nonprofit corporation formed under the laws of any state or a foreign country. See Kentucky Statutes 275.015
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Court: means every court having jurisdiction in the case. See Kentucky Statutes 275.015
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission. See Kentucky Statutes 275.015
  • Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
  • Dissent: means a right to object to a proposed action or transaction and, in connection therewith, to demand a redemption of a limited liability company interest. See Kentucky Statutes 275.015
  • Domestic: when applied to a corporation, partnership, business trust, or limited liability company, means all those incorporated or formed by authority of this state. See Kentucky Statutes 446.010
  • domestic limited liability company: means a limited liability company formed under this chapter and, except with respect to a nonprofit limited liability company, having one (1) or more members. See Kentucky Statutes 275.015
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Federal: refers to the United States. See Kentucky Statutes 446.010
  • Fiduciary: A trustee, executor, or administrator.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
  • Foreign limited liability company: means an organization that is: (a) An unincorporated association. See Kentucky Statutes 275.015
  • Fraud: Intentional deception resulting in injury to another.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • interest in the limited liability company: means the interest that may be issued in accordance with KRS §. See Kentucky Statutes 275.015
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Knowledge: means actual knowledge of a fact. See Kentucky Statutes 275.015
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Limited partnership: means a limited partnership formed under the laws of the
    Commonwealth or any other state or a foreign country. See Kentucky Statutes 275.015
  • Majority-in-interest of the members: means those members entitled to cast a majority of the votes to be cast by the members on any matter under the terms of the operating agreement described in KRS §. See Kentucky Statutes 275.015
  • managers: means , with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with KRS §. See Kentucky Statutes 275.015
  • members: means a person or persons who have been admitted to membership in a limited liability company as provided in KRS §. See Kentucky Statutes 275.015
  • Nonprofit limited liability company: means a limited liability company formed for a nonprofit purpose having one (1) or more or no members that has elected in its articles of organization to be treated as a nonprofit limited liability company in accordance with KRS §. See Kentucky Statutes 275.015
  • Nonprofit purpose: includes any purpose authorized under KRS §. See Kentucky Statutes 275.015
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Operating agreement: means any agreement, written or oral, among all of the members, as to the conduct of the business and affairs of a limited liability company. See Kentucky Statutes 275.015
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
  • Person: means an individual, a partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, or any other legal entity. See Kentucky Statutes 275.015
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Principal office: means the office, in or out of the Commonwealth, so designated in writing with the Secretary of State where the principal executive offices of a domestic or foreign limited liability company are located. See Kentucky Statutes 275.015
  • Proceeding: means civil suit and criminal, administrative, and investigative action. See Kentucky Statutes 275.015
  • Professional limited liability company: means a limited liability company organized under this chapter or the laws of another state or foreign country for purposes that include, but are not limited to, the providing of one (1) or more professional services. See Kentucky Statutes 275.015
  • Quorum: The number of legislators that must be present to do business.
  • real estate: includes lands, tenements, and hereditaments and all rights thereto and interest therein, other than a chattel interest. See Kentucky Statutes 446.010
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Regulating board: means the governmental agency which is charged by law
    with the licensing and regulation of the practice of the profession which the professional limited liability company is organized to provide. See Kentucky Statutes 275.015
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Kentucky Statutes 275.015
  • Statute: A law passed by a legislature.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.
  • Venue: The geographical location in which a case is tried.