KRS 275.285: Dissolution of company.

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 agree ment, 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 termi nated 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;

but

(7) If a nonprofit limited liability company does not have members, subsection (4) of

this section shall not apply.