275.285 Dissolution of company. (Effective January 1, 2011)
A limited liability company shall be dissolved, and it shall commence to wind up its
affairs upon the happening of the first to occur of the following:
(1) The expiration of the term of the limited liability company set forth in the articles of
organization, if any;
(2) Upon the occurrence of events specified in the articles of organization or a written
operating agreement;
(3) Unless otherwise set forth in the operating agreement, the written consent of all of
the members of a limited liability company;
(4) There are no remaining members, except that the limited liability company shall not
be dissolved and its affairs shall not be wound up when:
(a) A member is admitted to the limited liability company in the manner provided
for in a written operating agreement, effective as of the occurrence of the
event that terminated the continued membership of the last remaining
member; or
(b) Unless otherwise provided in a written operating agreement, within ninety
(90) days after the occurrence of the event that terminated the continued
membership of the last remaining member, the successor-in-interest of the last
remaining member agrees in writing to continue the limited liability company
and to the admission of the successor-in-interest of that member or its
designee to the limited liability company as a member, effective as of the
occurrence of the event that terminated the continued membership of the last
remaining member;
(5) Entry of a decree of judicial dissolution under KRS 275.290; or
(6) Filing of a certificate of dissolution by the Secretary of State under KRS 14A.7-020.
Effective: January 1, 2011
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 118, effective July 15,
2010; and amended ch. 151, sec. 144, effective January 1, 2011. -- Amended 2007
Ky. Acts ch. 137, sec. 118, effective June 26, 2007. -- Amended 1998 Ky. Acts
ch. 341, sec. 38, effective July 15, 1998. -- Created 1994 Ky. Acts ch. 389, sec. 57,
effective July 15, 1994.
Legislative Research Commission Note (1/1/2011). This section was amended by 2010
Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to
Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal
and reenactment not serve to void the amendment, and these Acts do not appear in
conflict, therefore, they have been codified together.
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."
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