275.300 Winding up of affairs -- Effect of dissolution.
(1)
(2)
(3)
(4)
Except as otherwise provided in a written operating agreement 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.
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 and assignees in
proportion to their rights to share therein; and
(e) Doing every other act necessary to wind up and liquidate its business and
affairs.
Except as otherwise provided in a written operating agreement, 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) Amend the operating agreement or otherwise change quorum or voting
requirements for its members or managers, provisions for selection,
resignation, or removal of its members or managers, or provisions for
amending the operating agreement, or terminate contribution obligations.
Dissolution of a limited liability company shall not:
(a) Prevent commencement of a proceeding by or against the limited liability
company in its name;
(b) Abate or suspend a proceeding pending by or against the limited liability
company on the effective date of dissolution;
(c) Terminate the authority of the registered agent of the limited liability
company;
(d) Alter the obligations and responsibilities of the limited liability company as
prescribed by applicable federal or state law with regard to the filing or
(e)
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; or
Abate or suspend KRS 275.150(1).
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 120, effective July 15,
2010; and amended ch. 133, sec. 39, effective July 15, 2010. -- Amended 2007 Ky.
Acts ch. 137, sec. 120, effective June 26, 2007. -- Created 1994 Ky. Acts ch. 389,
sec. 60, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). This section was amended by
2010 Ky. Acts ch. 133, 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 to be 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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