{"data":{"id":"us-ky/krs-275.335","jurisdiction":"us-ky","citation":"KRS 275.335","heading":"Persons who may sue in company's name -- Recording of votes --","body":"Prosecution and settlement of suits.\n(1) Unless otherwise provided in a written operating agreement, a suit on behalf of the\nlimited liability company may be brought in the name of the company only by:\n(a) One (1) or more members of the company, who are authorized to sue by the\nvote of more than one half (1/2) of the number of members eligible to vote\nthereon; or\n(b) One (1) or more managers of the limited liability company, if the articl es of\norganization vest management of the company in one (1) or more managers,\nwho are authorized to do so by the vote of more than one -half (1/2) of the\nnumber of managers eligible to vote.\n(2) Subsection (1)(a) of this section shall be applicable irrespe ctive of whether the\narticles of organization vest management of the limited liability company in one (1)\nor more managers.\n(3) Unless otherwise provided in a written operating agreement, in any vote of the\nmembers or managers pursuant to subsection (1) of  this section, the vote of any\nmember or manager who has an interest in the outcome of the suit that is adverse to\nthe interest of the limited liability company shall be excluded.\n(4) Unless otherwise provided in a written operating agreement, any vote pur suant to\nsubsection (1) of this section shall be set forth in a record signed or otherwise\napproved by each member or manager voting in favor of bringing suit on behalf of\nthe limited liability company.\n(5) Except as otherwise provided in a writing approve d in accordance with subsection\n(1) of this section that would also be sufficient to amend the operating agreement\npursuant to the terms of the written operating agreement or, in the absence of a\nprovision governing amendment of the operating agreement, th e prosecution and\nsettlement of any suit brought pursuant to subsection (1) of this section shall be\npursuant to KRS 275.175.\n(6) Every member and manager of a limited liability company shall be deemed to have\nconsented to the jurisdiction of the courts of  the Commonwealth of Kentucky for\nany action by, in the name of, or on behalf of the limited liability company or for\nany violation of a duty owed the limited liability company or a member thereof.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=44367","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"5816b9831a42dabc1993ddc63954603291059ce99dd3fdd376e88c791e0b3408","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.330","next":"us-ky/krs-275.337"},"notice":"GroundRules: Original legal text. Not legal advice."}