Kentucky Statutes 275.165 – Management of company — Delegation of powers — Limitation on remuneration for services performed
Current as of: 2024 | Check for updates
|
Other versions
(1) Unless the articles of organization vest management of the limited liability company in a manager or managers, management of the business and affairs of the limited liability company shall vest in the members. Subject to any provisions in the articles of organization, the operating agreement or this chapter restricting or enlarging the management rights and duties of any person or group or class of persons, the members shall have the right and authority to manage the affairs of the limited liability company and to make all decisions with respect thereto.
(2) If the articles of organization vest management of the limited liability company in one (1) or more managers, except to the extent otherwise provided in the articles of organization, the operating agreement, or this chapter, the manager or managers shall have exclusive power to manage the business and affairs of the limited liability company. Unless otherwise provided in the articles of organization or the operating agreement, managers:
(a) Shall be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of the majority-in-interest of the members;
(b) Shall not be required to be members of the limited liability company or natural persons; and
(c) Unless they are sooner removed or sooner resign, shall hold office until their successors shall have been elected and qualified.
(3) Unless otherwise set forth in a written operating agreement, a member or manager of a limited liability company has the power and authority to delegate to one (1) or more other persons the member’s or manager’s powers to manage or control the business and affairs of the limited liability company, including without limitation the power to delegate to agents and employees of a member, manager, or limited liability company or to delegate by an agreement to other persons. This delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager of the limited liability company.
(4) A member or manager shall not be entitled to remuneration for services performed for the limited liability company except as may be set forth in a written operating agreement.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 52, effective June 24, 2015. — Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 108, effective July 15, 2010. — Amended
2007 Ky. Acts ch. 137, sec. 108, effective June 26, 2007. — Amended 1998 Ky. Acts ch. 341, sec. 27, effective July 15, 1998. — Created 1994 Ky. Acts ch. 389, sec. 33, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, “The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section.”
(2) If the articles of organization vest management of the limited liability company in one (1) or more managers, except to the extent otherwise provided in the articles of organization, the operating agreement, or this chapter, the manager or managers shall have exclusive power to manage the business and affairs of the limited liability company. Unless otherwise provided in the articles of organization or the operating agreement, managers:
Terms Used In Kentucky Statutes 275.165
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- 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
- 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
- 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
- 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.
(a) Shall be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of the majority-in-interest of the members;
(b) Shall not be required to be members of the limited liability company or natural persons; and
(c) Unless they are sooner removed or sooner resign, shall hold office until their successors shall have been elected and qualified.
(3) Unless otherwise set forth in a written operating agreement, a member or manager of a limited liability company has the power and authority to delegate to one (1) or more other persons the member’s or manager’s powers to manage or control the business and affairs of the limited liability company, including without limitation the power to delegate to agents and employees of a member, manager, or limited liability company or to delegate by an agreement to other persons. This delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager of the limited liability company.
(4) A member or manager shall not be entitled to remuneration for services performed for the limited liability company except as may be set forth in a written operating agreement.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 52, effective June 24, 2015. — Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 108, effective July 15, 2010. — Amended
2007 Ky. Acts ch. 137, sec. 108, effective June 26, 2007. — Amended 1998 Ky. Acts ch. 341, sec. 27, effective July 15, 1998. — Created 1994 Ky. Acts ch. 389, sec. 33, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, “The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section.”