Kentucky Statutes 275.172 – Expulsion of member of limited liability company — Conditions
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(1) On application by the limited liability company, a person is expelled as a member by judicial order:
(a) If the person has engaged or is engaging in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company’s activities;
(b) If the person has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person’s duties or obligations under KRS § 275.170;
(c) If the person has engaged or is engaging in conduct relating to the company’s activities which makes it not reasonably practicable to carry on the activities with the person as a member; or
(d) For such other reasons as are set forth in a written agreement.
(2) Upon the effective date of the expulsion, the expelled member shall be dissociated from and cease to be a member of the company and with respect to the expelled member’s limited liability company interest shall be an assignee.
(3) Except as set forth in a written operating agreement, the dissociation of a member in accordance with this section does not entitle the former member or any assignee to any distribution.
Effective: June 29, 2017
History: Created 2017 Ky. Acts ch. 193, sec. 2, effective June 29, 2017.
(a) If the person has engaged or is engaging in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company’s activities;
Terms Used In Kentucky Statutes 275.172
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Operating agreement: means any agreement, written or oral, among all of the members, as to the conduct of the business and affairs of a limited liability company. See Kentucky Statutes 275.015
- Person: means an individual, a partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, or any other legal entity. See Kentucky Statutes 275.015
(b) If the person has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person’s duties or obligations under KRS § 275.170;
(c) If the person has engaged or is engaging in conduct relating to the company’s activities which makes it not reasonably practicable to carry on the activities with the person as a member; or
(d) For such other reasons as are set forth in a written agreement.
(2) Upon the effective date of the expulsion, the expelled member shall be dissociated from and cease to be a member of the company and with respect to the expelled member’s limited liability company interest shall be an assignee.
(3) Except as set forth in a written operating agreement, the dissociation of a member in accordance with this section does not entitle the former member or any assignee to any distribution.
Effective: June 29, 2017
History: Created 2017 Ky. Acts ch. 193, sec. 2, effective June 29, 2017.