2006 Kentucky Revised Statutes - .300   Winding up of affairs -- Effect of dissolution.

275.300 Winding up of affairs -- Effect of dissolution. Unless otherwise provided in a written operating agreement: (1)  The business or affairs of the limited liability company may be wound up: (a)  By the members or managers who have authority pursuant to KRS 275.165 to manage the limited liability company prior to dissolution; or (b)  If one (1) or more of the members or managers have engaged in wrongful conduct, or upon other cause shown, by the Circuit Court for the county in which the principal office of the limited liability company is located or in which the registered office of the limited liability company is located, on application of any member, any member's legal representative, or assignee. (2)  A dissolved limited liability company shall continue its existence but shall not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a)  Collecting its assets; (b)  Disposing of its properties that will not be distributed in kind to its members; (c)  Discharging or making provision for discharging its liabilities; (d)  Distributing its remaining property among its members according to their interests; and (e)  Doing every other act necessary to wind up and liquidate its business and affairs. (3)  Dissolution of a limited liability company shall not: (a)  Transfer title to the limited liability company's property; (b)  Prevent transfer of a limited liability company interest, although the authorization to dissolve may provide for the limited liability company restricting the transfer of the limited liability company's interest; (c)  Subject its members or managers to standards of conduct different from those prescribed herein; (d)  Change quorum or voting requirements for its members or managers; change provisions for selection, resignation, or removal of its members or managers; or change provisions for amending its operating agreement; (e)  Prevent commencement of a proceeding by or against the limited liability company in its name; (f)  Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; (g)  Terminate the authority of the registered agent of the limited liability company; or (h)  Alter the obligations and responsibilities of the limited liability company as prescribed by applicable federal or state law with regard to the filing or examination of all federal and state tax returns or the payment, assessment, or collection of any federal or state tax due with respect to those returns. Effective: July 15, 1994 Page 1 of 2 History: Created 1994 Ky. Acts ch. 389, sec. 60, effective July 15, 1994. Page 2 of 2