KRS 275.300: Winding up of affairs -- Effect of dissolution.

(1) 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.

(2) A dissolved limited liability company shall continue its existence but shall not carry

on any business except t hat 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 liabilitie s, including as

appropriate entering into agreements with creditors for the satisfaction thereof;

(d) Distributing its remaining property among its members and assignees in

proportion to their rights to share therein; and

(e) Doing every other act necessar y to wind up and liquidate its business and

affairs.

(3) 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 transf er 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 condu ct 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.

(4) 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

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

(e) Abate or suspend KRS 275.150(1).