{"data":{"id":"us-ky/krs-275.300","jurisdiction":"us-ky","citation":"KRS 275.300","heading":"Winding up of affairs -- Effect of dissolution.","body":"(1) Except as otherwise provided in a written operating agreement the business or\naffairs of the limited liability company may be wound up:\n(a) By the members or managers who have authority pursuant to KRS 275.165 to\nmanage the limited liability company prior to dissolution; or\n(b) If one (1) or more of the members or managers have engaged in wrongful\nconduct, or upon other cause shown, by the Circuit Court for the county in\nwhich the principal office of the limited liability company is located or in\nwhich the registered office of the limited liability company is located, on\napplication of any member, any member's legal representative, or assignee.\n(2) A dissolved limited liability company shall continue its existence but shall not carry\non any business except t hat appropriate to wind up and liquidate its business and\naffairs, including:\n(a) Collecting its assets;\n(b) Disposing of its properties that will not be distributed in kind to its members;\n(c) Discharging or making provision for discharging its liabilitie s, including as\nappropriate entering into agreements with creditors for the satisfaction thereof;\n(d) Distributing its remaining property among its members and assignees in\nproportion to their rights to share therein; and\n(e) Doing every other act necessar y to wind up and liquidate its business and\naffairs.\n(3) Except as otherwise provided in a written operating agreement, dissolution of a\nlimited liability company shall not:\n(a) Transfer title to the limited liability company's property;\n(b) Prevent transf er of a limited liability company interest, although the\nauthorization to dissolve may provide for the limited liability company\nrestricting the transfer of the limited liability company's interest;\n(c) Subject its members or managers to standards of condu ct different from those\nprescribed herein;\n(d) Amend the operating agreement or otherwise change quorum or voting\nrequirements for its members or managers, provisions for selection,\nresignation, or removal of its members or managers, or provisions for\namending the operating agreement, or terminate contribution obligations.\n(4) Dissolution of a limited liability company shall not:\n(a) Prevent commencement of a proceeding by or against the limited liability\ncompany in its name;\n(b) Abate or suspend a proceeding pending by or against the limited liability\ncompany on the effective date of dissolution;\n(c) Terminate the authority of the registered agent of the limited liability\ncompany;\n(d) Alter the obligations and responsibilities of the limited liability company as\nprescribed by applicable federal or state law with regard to the filing or\nexamination of all federal and state tax returns or the payment, assessment, or\ncollection of any federal or state tax due with respect to those returns; or\n(e) Abate or suspend KRS 275.150(1).","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40450","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"7f411297696eea75c29ee46dda1159c4c094a644cb2349ad0805f62654120b49","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.295","next":"us-ky/krs-275.305"},"notice":"GroundRules: Original legal text. Not legal advice."}