{"data":{"id":"us-ky/krs-275.305","jurisdiction":"us-ky","citation":"KRS 275.305","heading":"Binding acts of member or manager -- Notice of dissolution.","body":"(1) Except as provided in subsections (3) and (4) of this section, after dissolution of the\nlimited liability company, each member or manager having authority to wind up the\nlimited liability company's business and affairs may bind the limited liability\ncompany:\n(a) By any act appropriate for winding up the limited liability company's affairs or\ncompleting transactions unfinished at dissolution; and\n(b) By any other act that would have bound the limited liability company if it had\nnot been dissolved, if the oth er party to the transaction did not have notice of\nthe dissolution.\n(2) The filing of articles of dissolution pursuant to KRS 275.315, the entry of a decree\nof dissolution pursuant to KRS 275.290, or the filing of a certificate of dissolution\npursuant to KRS 14A.7-020 shall be presumed to constitute notice of dissolution for\npurposes of subsection (1)(b) of this section.\n(3) An act of a member or manager which is not binding on the limited liability\ncompany pursuant to subsection (1) of this section shall b e binding if it is otherwise\nauthorized by the limited liability company.\n(4) An act of a member or manager which would be binding under subsection (1) of\nthis section, or would be otherwise authorized but which is in contravention of a\nrestriction on auth ority, shall not bind the limited liability company to persons\nhaving knowledge of the restriction.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=36713","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"54c999040042d4d71c92c44a9624eea530c0721861848f5beaa684ad5c63d832","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.300","next":"us-ky/krs-275.310"},"notice":"GroundRules: Original legal text. Not legal advice."}