KRS § 275.280 — KY Code / Title XXIII / Chapter 275 / Section 275.280
275.280 Cessation of membership
Status: in_force

275.280 Cessation of membership.

(1) A person shall disassociate from and cease to be a member of a limited liability

company upon the occurrence of one (1) or more of the following events:

(a) Subject to the provisions of subsection (3) of this section, the member

withdraws by voluntary act from the limited liability company;

(b) The member ceases to be a member of the limited liability company as

provided in KRS 275.265;

(c) The member is removed as a member:

1. In accordance with a written operating agreement;

2. Unless otherwise provided in a written operating agreement, if after

an assignment there is at least one (1) other member, when the

member assigns all of the member's limited liability company interest

that may be unilaterally assigned, upon receipt of the written

consent of a majority-in-interest of the members who have not

assigned their interest; or

3. If after the assignment there are no other members, upon the

effective time and date of the assignment;

(d) Unless otherwise provided in a written operating agreement or by written

consent of majority-in-interest of the members, at the time the member:

1. Makes an assignment for the benefit of creditors;

2. Files a voluntary petition in bankruptcy;

3. Is adjudicated bankrupt or insolvent;

4. Files a petition or answer seeking for the member any

reorganization, arrangement, composition, readjustment, liquidation,

dissolution, or similar relief under any statute, law, or regulation;

5. Files an answer or other pleading admitting or failing to contest the

material allegations of a petition filed against the member in any

proceeding of this nature; or

6. Seeks, consents to, or acquiesces in the appointment of a trustee,

receiver, or liquidator of the member or of all or any substantial part

of the member's property;

(e) Unless otherwise provided in a written operating agreement or by written

consent of a majority-in-interest of the members remaining at the time, if

within one hundred twenty (120) days after the commencement of any

proceeding against the member seeking reorganization, arrangement,

composition, readjustment, liquidation, dissolution, or similar relief under

any statute, law, or regulation, the proceeding has not been dismissed, or

if within one hundred twenty (120) days after the appointment without the

member's consent or acquiescence of a trustee, receiver, or liquidator of

the member, or of all or any substantial part of the member's properties,

the appointment is not vacated or stayed or within one hundred twenty

(120) days after the expiration of any stay, the appointment is not

vacated;

(f) Unless otherwise provided in a written operating agreement or by written

consent of a majority-in-interest of the members remaining at the time, in

the case of a member that is an individual:

1. The member's death; or

2. The entry of an order by a court of competent jurisdiction

adjudicating the member incompetent to manage his or her person

or estate;

(g) Unless otherwise provided in a written operating agreement or by written

consent of a majority-in-interest of the members remaining at the time, in

the case of a member that is a trust or is acting as a member by virtue of

being a trustee of a trust, the termination of the trust, but not merely the

substitution of a new trustee;

(h) Unless otherwise provided in a written operating agreement or by written

consent of a majority-in-interest of the members remaining at the time, in

the case of a member that is a separate limited liability company, the

dissolution and commencement of winding up of the separate limited

liability company;

(i) Unless otherwise provided in a written operating agreement or by written

consent of the majority-in-interest of the members remaining at the time,

in the case of a member that is a corporation, the filing of articles of

dissolution or the equivalent for the corporation or the revocation of its

articles of incorporation and the lapse of ninety (90) days after notice to

the corporation of revocation without a reinstatement of its articles of

incorporation; or

(j) Unless otherwise provided in a written operating agreement or by written

consent of a majority-in-interest of the members remaining at the time, in

the case of an estate, the distribution by the fiduciary of the estate's entire

interest in the limited liability company.

(2) The members may provide in a written operating agreement for other events

the occurrence of which shall result in a person ceasing to be a member of the

limited liability company.

(3) Unless otherwise provided in a written operating agreement:

(a) In a member-managed limited liability company a member may resign

from a limited liability company upon thirty (30) days' prior written notice

to the limited liability company; and

(b) In a manager-managed limited liability company, a member may not

resign without the consent of all other members.

(4) Upon the effective date of the resignation, the resigning member shall be

dissociated from and cease to be a member of the limited liability company and

shall be with respect to the resigning member's limited liability company

interest an assignee thereof.

(5) The successor-in-interest of a disassociated member shall be an assignee.

(6) Except as set forth in a written operating agreement, the dissociation of a

member does not entitle the former member or any assignee thereof to any

distribution.