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275.535 Procedure in liquidation of nonprofit limited liability company by
court.
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In proceedings to liquidate the assets and affairs of a nonprofit limited liability
company, the court shall have the power to issue injunctions and to appoint a
receiver or receivers while the action is pending. The receivers shall have
those powers and duties as the court from time to time may direct, to take
action to preserve the corporate assets wherever situated, and to carry on the
affairs of the nonprofit limited liability company until a full hearing can be held.
After holding a hearing, upon notice as the court may direct to be given to all
parties to the proceedings and to any other parties in interest designated by the
court, the court may appoint a liquidating receiver or receivers with authority to
collect the assets of the nonprofit limited liability company. The liquidating
receiver or receivers shall have authority, subject to the order of the court, to
sell, convey, and dispose of all or any part of the assets of the nonprofit limited
liability company wherever situated, either at public or private sale. The order
appointing the liquidating receiver or receivers shall state their powers and
duties. The powers and duties may be increased or diminished at any time
during the proceedings.
The assets of the nonprofit limited liability company or the proceeds resulting
from a sale, conveyance, or other disposition thereof shall be applied and
distributed as follows:
(a) All costs and expenses of the court proceedings and all liabilities and
obligations of the nonprofit limited liability company shall be paid,
satisfied, and discharged, or adequate provision for them shall be made;
(b) Assets held by the nonprofit limited liability company upon condition
requiring return, transfer, or conveyance, which condition occurs by
reason of the dissolution or liquidation, shall be returned, transferred, or
conveyed in accordance with the condition's requirements;
(c) Assets received and held by the nonprofit limited liability company subject
to limitations permitting their use only for a nonprofit purpose, but not held
upon a condition requiring return, transfer, or conveyance by reason of
the dissolution or liquidation, shall be transferred or conveyed to one (1)
or more domestic or foreign nonprofit limited liability companies, societies,
or organizations engaged in activities substantially similar to those of the
dissolving or liquidating nonprofit limited liability company, as the court
may direct; and
(d) Any remaining assets may be distributed to those persons, societies,
organizations, or domestic or foreign limited liability companies, whether
for profit or nonprofit, specified in the plan of distribution adopted or, if no
plan of distribution has been adopted, as the court may direct.
The court shall have power to allow, from time to time, as expenses of the
liquidation, compensation to the receiver or receivers and to attorneys in the
proceeding, and to direct the payment thereof out of the assets of the nonprofit
limited liability company or the proceeds of any sale or disposition of the
assets.
A receiver of a nonprofit limited liability company appointed under the
provisions of this section shall have authority to sue and defend in all courts in
the receivers own name as receiver of the nonprofit limited liability company.
The court appointing the receiver shall have exclusive jurisdiction of the
nonprofit limited liability company and its property, wherever situated.
Effective:July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 12, effective July 15,
2010. -- Created 2007 Ky. Acts ch. 137, sec. 12, effective June 26, 2007.
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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