Kentucky Statutes 275.025 – Contents of articles of organization
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(1) The articles of organization shall set forth:
(a) A name for the limited liability company that satisfies the requirements of
KRS § 14A.3-010;
(b) The registered office and initial registered agent that satisfy the requirements of KRS § 14A.4-010;
(c) The mailing address of the initial principal office of the limited liability company; and
(d) A statement that the limited liability company is to be managed by a manager or managers or that the limited liability company is to be managed by its members.
(2) The term of a limited liability company shall be perpetual unless a period of duration other than perpetual is set forth in the articles of organization.
(3) The articles of organization of a professional limited liability company shall designate the professional services to be practiced through the professional limited liability company.
(4) The articles of organization may set forth any other matter that under this chapter is permitted to be set forth in an operating agreement not inconsistent with law.
(5) A member of a limited liability company shall not have a vested property right resulting from any provision of the articles of organization.
(6) If the limited liability company is a nonprofit limited liability company, then the articles of organization shall state that fact and its nonprofit purpose. This provision of the articles of organization shall not be removed from the articles of organization without written notice to the Attorney General of Kentucky given not less than ten (10) business days prior to the filing of the amendment.
(7) The fact that the articles of organization are on file with the Secretary of State is notice:
(a) That the limited liability company formed by the filing of the articles of organization is a limited liability company formed under the laws of the Commonwealth of Kentucky; and
(b) Of all other facts set forth in the articles of organization which are required to be set forth by subsections (1), (3), and (6) of this section.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 13, effective June 8, 2011. — Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 95, effective July 15, 2010; and amended ch. 151, sec. 71, effective January 1, 2011.– Amended 2007 Ky. Acts ch. 137, sec.
95, effective June 26, 2007. — Amended 1998 Ky. Acts ch. 341, sec. 23, effective
July 15, 1998. — Created 1994 Ky. Acts ch. 389, sec. 5, effective July 15, 1994.
Legislative Research Commission Note (6/8/2011). 2011 Ky. Acts ch. 29, sec. 24, provides that the amendments to this section in 2011 Ky. Acts ch. 29, sec. 13, are retroactive to January 1, 2011.
Legislative Research Commission Note (1/1/2011). This section was amended by 2010
Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to
Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict, therefore, they have been codified together.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, “The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section.”
(a) A name for the limited liability company that satisfies the requirements of
Terms Used In Kentucky Statutes 275.025
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Attorney: means attorney-at-law. See Kentucky Statutes 446.010
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- managers: means , with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with KRS §. See Kentucky Statutes 275.015
- members: means a person or persons who have been admitted to membership in a limited liability company as provided in KRS §. See Kentucky Statutes 275.015
- Nonprofit limited liability company: means a limited liability company formed for a nonprofit purpose having one (1) or more or no members that has elected in its articles of organization to be treated as a nonprofit limited liability company in accordance with KRS §. See Kentucky Statutes 275.015
- Nonprofit purpose: includes any purpose authorized under KRS §. See Kentucky Statutes 275.015
- 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
- Principal office: means the office, in or out of the Commonwealth, so designated in writing with the Secretary of State where the principal executive offices of a domestic or foreign limited liability company are located. See Kentucky Statutes 275.015
- Professional limited liability company: means a limited liability company organized under this chapter or the laws of another state or foreign country for purposes that include, but are not limited to, the providing of one (1) or more professional services. See Kentucky Statutes 275.015
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Kentucky Statutes 275.015
KRS § 14A.3-010;
(b) The registered office and initial registered agent that satisfy the requirements of KRS § 14A.4-010;
(c) The mailing address of the initial principal office of the limited liability company; and
(d) A statement that the limited liability company is to be managed by a manager or managers or that the limited liability company is to be managed by its members.
(2) The term of a limited liability company shall be perpetual unless a period of duration other than perpetual is set forth in the articles of organization.
(3) The articles of organization of a professional limited liability company shall designate the professional services to be practiced through the professional limited liability company.
(4) The articles of organization may set forth any other matter that under this chapter is permitted to be set forth in an operating agreement not inconsistent with law.
(5) A member of a limited liability company shall not have a vested property right resulting from any provision of the articles of organization.
(6) If the limited liability company is a nonprofit limited liability company, then the articles of organization shall state that fact and its nonprofit purpose. This provision of the articles of organization shall not be removed from the articles of organization without written notice to the Attorney General of Kentucky given not less than ten (10) business days prior to the filing of the amendment.
(7) The fact that the articles of organization are on file with the Secretary of State is notice:
(a) That the limited liability company formed by the filing of the articles of organization is a limited liability company formed under the laws of the Commonwealth of Kentucky; and
(b) Of all other facts set forth in the articles of organization which are required to be set forth by subsections (1), (3), and (6) of this section.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 13, effective June 8, 2011. — Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 95, effective July 15, 2010; and amended ch. 151, sec. 71, effective January 1, 2011.– Amended 2007 Ky. Acts ch. 137, sec.
95, effective June 26, 2007. — Amended 1998 Ky. Acts ch. 341, sec. 23, effective
July 15, 1998. — Created 1994 Ky. Acts ch. 389, sec. 5, effective July 15, 1994.
Legislative Research Commission Note (6/8/2011). 2011 Ky. Acts ch. 29, sec. 24, provides that the amendments to this section in 2011 Ky. Acts ch. 29, sec. 13, are retroactive to January 1, 2011.
Legislative Research Commission Note (1/1/2011). This section was amended by 2010
Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to
Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict, therefore, they have been codified together.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, “The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section.”