275.280 Cessation of membership.
(1)
A person shall disassociate from and cease to be a member of a limited liability
company upon the occurrence of one (1) or more of the following events:
(a) Subject to the provisions of subsection (3) of this section, the member
withdraws by voluntary act from the limited liability company;
(b) The member ceases to be a member of the limited liability company as
provided in KRS 275.265;
(c) The member is removed as a member:
1.
In accordance with a written operating agreement;
2.
Unless otherwise provided in a written operating agreement, if after an
assignment there is at least one (1) other member, when the member
assigns all of the member's limited liability company interest, upon
receipt of the written consent of a majority-in-interest of the members
who have not assigned their interest;
3.
If after the assignment there are no other members, upon the effective
time and date of the assignment; or
4.
Upon resignation as a member;
(d) Unless otherwise provided in a written operating agreement or by written
consent of majority-in-interest of the members, at the time the member:
1.
Makes an assignment for the benefit of creditors;
2.
Files a voluntary petition in bankruptcy;
3.
Is adjudicated bankrupt or insolvent;
4.
Files a petition or answer seeking for the member any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any statute, law, or regulation;
5.
Files an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against the member in any
proceeding of this nature; or
6.
Seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of the member or of all or any substantial part of
the member's property;
(e) Unless otherwise provided in a written operating agreement or by written
consent of a majority-in-interest of the members remaining at the time, if
within one hundred twenty (120) days after the commencement of any
proceeding against the member seeking reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
statute, law, or regulation, the proceeding has not been dismissed, or if within
one hundred twenty (120) days after the appointment without the member's
consent or acquiescence of a trustee, receiver, or liquidator of the member, or
of all or any substantial part of the member's properties, the appointment is not
vacated or stayed or within one hundred twenty (120) days after the expiration
of any stay, the appointment is not vacated;
(f)
(2)
(3)
(4)
(5)
Unless otherwise provided in a written operating agreement or by written
consent of a majority-in-interest of the members remaining at the time, in the
case of a member that is an individual:
1.
The member's death; or
2.
The entry of an order by a court of competent jurisdiction adjudicating
the member incompetent to manage his or her person or estate;
(g) Unless otherwise provided in a written operating agreement or by written
consent of a majority-in-interest of the members remaining at the time, in the
case of a member that is a trust or is acting as a member by virtue of being a
trustee of a trust, the termination of the trust, but not merely the substitution of
a new trustee;
(h) Unless otherwise provided in a written operating agreement or by written
consent of a majority-in-interest of the members remaining at the time, in the
case of a member that is a separate limited liability company, the dissolution
and commencement of winding up of the separate limited liability company;
(i) Unless otherwise provided in a written operating agreement or by written
consent of the majority-in-interest of the members remaining at the time, in
the case of a member that is a corporation, the filing of articles of dissolution
or the equivalent for the corporation or the revocation of its articles of
incorporation and the lapse of ninety (90) days after notice to the corporation
of revocation without a reinstatement of its articles of incorporation; or
(j) Unless otherwise provided in a written operating agreement or by written
consent of a majority-in-interest of the members remaining at the time, in the
case of an estate, the distribution by the fiduciary of the estate's entire interest
in the limited liability company.
The members may provide in a written operating agreement for other events the
occurrence of which shall result in a person ceasing to be a member of the limited
liability company.
Unless otherwise provided in a written operating agreement:
(a) In a member-managed limited liability company a member may resign from a
limited liability company upon thirty (30) days' prior written notice to the
limited liability company; and
(b) In a manager-managed limited liability company, a member may not resign
without the consent of all other members.
Upon the effective date of the resignation, the resigning member shall be
dissociated from and cease to be a member of the limited liability company and
shall be with respect to the resigning member's limited liability company interest an
assignee thereof.
The successor-in-interest of a disassociated member shall be an assignee.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 15, effective June 8, 2011. -- Amended
2010 Ky. Acts ch. 133, sec. 37, effective July 15, 2010. -- Amended 1998 Ky. Acts
ch. 341, sec. 37, effective July 15, 1998. -- Created 1994 Ky. Acts ch. 389, sec. 56,
effective July 15, 1994.
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