{"data":{"id":"us-ky/krs-275.280","jurisdiction":"us-ky","citation":"KRS 275.280","heading":"Cessation of membership.","body":"(1) A person shall disassociate from and cease to be a member  of a limited liability\ncompany  upon the occurrence of one (1) or more of the following events:\n(a) Subject to the provisions of subsection (3) of this section, the member\nwithdraws by voluntary act from the limited liability company;\n(b) The  member  ceases to be a member  of the limited liability company  as\nprovided in KRS 275.265;\n(c) The member  is removed as a member:\n1. In accordance with a written operating agreement;\n2. Unless otherwise provided in a written operating agreement, if after\nan  assignment there is at least one (1) other member,  when  the\nmember  assigns all of the member's limited liability company interest\nthat may  be unilaterally assigned, upon  receipt of the written\nconsent of a majority-in-interest of the members  who  have not\nassigned their interest; or\n3. If after the assignment there are no other members,  upon the\neffective time and date of the assignment;\n(d) Unless otherwise provided in a written operating agreement or by written\nconsent of majority-in-interest of the members, at the time the member:\n1. Makes  an assignment for the benefit of creditors;\n2. Files a voluntary petition in bankruptcy;\n3. Is adjudicated bankrupt or insolvent;\n4. Files a  petition or  answer  seeking  for the  member  any\nreorganization, arrangement, composition, readjustment, liquidation,\ndissolution, or similar relief under any statute, law, or regulation;\n5. Files an answer or other pleading admitting or failing to contest the\nmaterial allegations of a petition filed against the member  in any\nproceeding of this nature; or\n6. Seeks, consents to, or acquiesces in the appointment of a trustee,\nreceiver, or liquidator of the member  or of all or any substantial part\nof the member's property;\n(e) Unless otherwise provided in a written operating agreement or by written\nconsent of a majority-in-interest of the members  remaining at the time, if\nwithin one hundred twenty (120) days after the commencement  of any\nproceeding against the member  seeking reorganization, arrangement,\ncomposition, readjustment, liquidation, dissolution, or similar relief under\nany statute, law, or regulation, the proceeding has not been dismissed, or\nif within one hundred twenty (120) days after the appointment without the\nmember's  consent or acquiescence of a trustee, receiver, or liquidator of\nthe member, or of all or any substantial part of the member's properties,\nthe appointment is not vacated or stayed or within one hundred twenty\n(120) days after the expiration of any stay, the appointment is not\nvacated;\n(f) Unless otherwise provided in a written operating agreement or by written\nconsent of a majority-in-interest of the members  remaining at the time, in\nthe case of a member  that is an individual:\n1. The member's death; or\n2. The  entry of an  order by  a  court of competent  jurisdiction\nadjudicating the member  incompetent to manage  his or her person\nor estate;\n(g) Unless otherwise provided in a written operating agreement or by written\nconsent of a majority-in-interest of the members  remaining at the time, in\nthe case of a member  that is a trust or is acting as a member  by virtue of\nbeing a trustee of a trust, the termination of the trust, but not merely the\nsubstitution of a new trustee;\n(h) Unless otherwise provided in a written operating agreement or by written\nconsent of a majority-in-interest of the members  remaining at the time, in\nthe case of a member  that is a separate limited liability company, the\ndissolution and commencement  of winding up of the separate limited\nliability company;\n(i) Unless otherwise provided in a written operating agreement or by written\nconsent of the majority-in-interest of the members  remaining at the time,\nin the case of a member  that is a corporation, the filing of articles of\ndissolution or the equivalent for the corporation or the revocation of its\narticles of incorporation and the lapse of ninety (90) days after notice to\nthe corporation of revocation without a reinstatement of its articles of\nincorporation; or\n(j) Unless otherwise provided in a written operating agreement or by written\nconsent of a majority-in-interest of the members  remaining at the time, in\nthe case of an estate, the distribution by the fiduciary of the estate's entire\ninterest in the limited liability company.\n(2) The  members  may provide in a written operating agreement for other events\nthe occurrence of which shall result in a person ceasing to be a member  of the\nlimited liability company.\n(3) Unless otherwise provided in a written operating agreement:\n(a) In a member-managed  limited liability company  a member  may  resign\nfrom a limited liability company  upon thirty (30) days' prior written notice\nto the limited liability company; and\n(b) In a manager-managed  limited liability company, a member  may  not\nresign without the consent of all other members.\n(4) Upon  the effective date of the resignation, the resigning member  shall be\ndissociated from and cease to be a member  of the limited liability company and\nshall be with respect to the resigning member's  limited liability company\ninterest an assignee thereof.\n(5) The successor-in-interest of a disassociated member  shall be an assignee.\n(6) Except as set forth in a written operating agreement, the dissociation of a\nmember  does not entitle the former member  or any assignee thereof to any\ndistribution.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=47084","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"4db8b42d6b57dd74bed525a16397b6fe1aa024f38e363521b9fe7cb0c1aad061","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.275","next":"us-ky/krs-275.285"},"notice":"GroundRules: Original legal text. Not legal advice."}