{"data":{"id":"us-ky/krs-275.376","jurisdiction":"us-ky","citation":"KRS 275.376","heading":"Conversion of corporation or foreign corporation to limited liability","body":"company.\n(1) A corporation may be converted to a limited liability company pursuant to this\nsection.\n(2) The terms and conditions of the conversion of a corporation to a limited l iability\ncompany shall be set forth in a written plan of conversion and approved by the\nboard of directors and by the shareholders of the corporation.\n(3) The plan of conversion shall set forth:\n(a) The name of the corporation planning to convert;\n(b) The terms and conditions of the conversion, including the articles of\norganization and the written operating agreement, if any, of the limited\nliability company into which the corporation will convert; and\n(c) The manner and basis of converting the shares of t he corporation into\nmembership interests, obligations, or other securities of the limited liability\ncompany or into cash or other property in whole or part.\n(4) The plan of conversion may set forth any other provision relating to the conversion.\n(5) For a plan of conversion to be approved:\n(a) The board of directors shall recommend the plan of conversion to the\nshareholders, unless the board of directors determines that, because of conflict\nof interest or other special circumstances, it should make no recom mendation\nand communicates the basis for its determination to the shareholders with a\nplan; and\n(b) The shareholders entitled to vote shall approve the plan.\n(6) The board of directors may condition its submission of the proposed conversion on\nany basis.\n(7) The corporation shall notify each shareholder, whether or not entitled to vote, of the\nproposed shareholders' meeting in accordance with KRS 271B.7 -050. The notice\nshall also state that the purpose, or one (1) of the purposes, of the meeting is to\nconsider the plan of conversion and contain or be accompanied by a copy or\nsummary of the plan.\n(8) Unless KRS Chapter 271B, the articles of incorporation, or the board of directors\nacting pursuant to subsection (6) of this section, require a greater vote or vo te by\nvoting groups, the plan of conversion to be authorized shall be approved by each\nvoting group entitled to vote separately on the plan by a majority of all the votes\nentitled to be cast on the plan by that voting group.\n(9) Separate voting by voting g roups shall be required on a plan of conversion if the\nplan contains a provision that, if contained in a proposed amendment to the articles\nof incorporation, would require action by one (1) or more separate voting groups on\nthe proposed amendment under KRS 271B.10-040.\n(10) After a conversion is authorized, and at any time before articles of organization are\nfiled, the planned conversion may be abandoned subject to any contractual rights,\nwithout further shareholder action, in accordance with the procedure set forth in the\nplan of conversion or, if none is set forth, in the manner determined by the board of\ndirectors.\n(11) After the conversion is approved, the corporation shall file articles of organization\nwith the office of the Secretary of State that satisfy the requirement s of KRS\n275.025 and also include:\n(a) A statement that the corporation was converted to a limited liability company;\n(b) Its former name; and\n(c) The designation, number of outstanding shares, and number of votes to be cast\nby each voting group entitled t o vote separately on the plan of conversion and\neither the total number of undisputed votes cast for the plan separately by each\nvoting group or a statement that the number cast for the plan by each voting\ngroup was sufficient for approval by that voting group.\n(12) The conversion shall take effect when the articles of organization are filed with the\noffice of the Secretary of State or, subject to KRS 14A.2 -070, at a later date\nspecified in the articles of organization.\n(13) Both a nonprofit corporation org anized under the laws of the Commonwealth and a\nforeign nonprofit corporation, if not forbidden by the laws of its jurisdiction of\norganization, may convert into a nonprofit limited liability company, except that the\nonly member or members of the converted nonprofit limited liability company shall\nbe organizations qualified under Section 501(c)(3) or 501(c)(4) of the Internal\nRevenue Code. The articles of organization filed to effect this conversion, in\naddition to the otherwise applicable requirements, sha ll contain an affirmative\nstatement that the only member or members of the converted nonprofit limited\nliability company are qualified under Section 501(c)(3) or 501(c)(4) of the Internal\nRevenue Code.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=44360","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"ef5c39778db2a506482575497e1e92d39c322e33954c5c7e6c33ea03631fe12c","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.375","next":"us-ky/krs-275.377"},"notice":"GroundRules: Original legal text. Not legal advice."}