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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
that may be unilaterally assigned, 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:July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 109, effective July 12, 2012. -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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