Fill and Sign the Section 275285 Dissolution of Company Ky Rev Stat Form

LIMITED LIABILITY COMPANY DISSOLUTION PACKET: KENTUCKY Electronic Version STATUTORY REFERENCE KENTUCKY REVISED STATUTES, §§ 275.285 through 275.325 http://www.lrc.state.ky.us/krs/titles.htm INTRODUCTORY NOTES AND LAW SUMMARY A Kentucky limited liability company (LLC) may be dissolved in three different ways: voluntarily, administratively, or judicially. This form packet deals ONLY with the voluntary dissolution of a Kentucky LLC. Dissolutio n A LLC is dissolved and its affairs are to be wound up at or upon the first to occur of the following: 1. The time specified in the articles of organization or a written operating agreement; 2. The happening of an event specified in the articles of org anization or a written operating agreement; 3. The written consent of a majority of the members of the LLC; 4. Entry of a decree of judicial dissolution under KRS 275.290 or the filing by the Secretary of State of a certificate of dissolution under KRS 2 75.295. Winding Up To achieve a voluntary dissolution of a LLC, and unless otherwise provided in a written operating agreement, the business and affairs of the LLC may be wound up by the members or managers who had the aut hority to manage the LLC prior to dissolution. A dissolved LLC continues its existence but may not carry on any business except that necessary and appropriate to wind up and liquidate its business and affairs. A dissolved LLC may: 1. Collect its assets . 2. Dispose of its properties that will not be distributed in kind to its members. 3. Discharge or make provision to discharge its liabilities. 4. Distribute its remaining property among its members according to their interests. 5. Do every other act necessary to wind up and liquidate its business and affairs. Dissolution of a LLC does NOT: 1. Transfer title to the LLC's property. 2. Prevent transfer of a LLC interest. 3. Subject the LLC members or managers to standards of conduc t different from those prescribed by the Kentucky LLC Act. 4. Change quorum or voting requirements for its members or managers. 5. Change provisions for selection, resignation, or removal of LLC members or managers. 6. Change provisions for amending the LLC operating agreement. 7. Prevent commencement of a proceeding by or against the LLC in its name; 8. Abate or suspend a proceeding pending by or against the LLC on the effective date of dissolution; 9. Terminate the authority of the registered agent of the LLC. 10. Alter the obligations and responsibilities of the LLC as prescribed by applicable federal or state law with regard to the filing or examination of all federal and state tax returns or the payment, assessme nt, or collection of any federal or state tax due. Binding Acts of Members/Managers After dissolution of the LLC, a member or manager having authority to wind up the LLC's business and affairs may bind the limited liability company by : 1. Any act appr opriate for winding up the LLC's affairs or completing transactions unfinished at dissolution. 2. Any other act that would have bound the LLC if it had not been dissolved, but only if the other party to the transaction did not have notice of the dissolut ion. The filing of articles of dissolution is presumed to constitute notice of dissolution for this purpose. An act of a member or manager which is not specifically binding on the LLC pursuant to statute is binding if it is authorized by the LLC. Distr ibution of Assets Upon the winding up of a LLC, its assets must be used and distributed as follows: 1. Payment, or adequate provisions for payment, must be made to creditors, including members who are creditors, in satisfaction of liabilities of the LLC. 2. Unless otherwise provided in a written operating agreement, to members or former members in satisfaction of liabilities for distributions. 3. Unless otherwise provided i n a written operating agreement, to members and former members first for the return of their contributions and second in proportion to the members' respective rights to share in distributions from the LLC prior to dissolution. Articles of Dissolution Wh en the LLC elects to dissolve and the winding up of the business is commenced, Articles of Dissolution must be filed in the Office of the Secretary of State. Disposition of Claims After filing the Articles of Dissolution, a LLC may dispose of the known claims against it by notifying its known claimants, in writing, of the dissolution after the effective date of dissolution. The written notice must: 1. Describe information that must be included in a claim. Provide a mailing address where a claim may be sent. 2. State the deadline (may fewer than one hundred twenty (120) days after the later of the date of the written notice or the filing of articles of dissolution) by which the LLC must receive the claim. 3. State that the claim will be barred if not r eceived by the deadline. A claim against a LLC is barred: 1. If a claimant who is given written notice does not deliver the claim to the LLC by the deadline. 2. If a claimant whose claim was rejected by the LLC does not commence a proceeding to enforce the claim within ninety (90) days after the date of the rejection notice. A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Publication of Notice of Dissolution A dissolved LLC may publish notice of its dissolution. The notice must: 1. Be published once in a newspaper of general circulation in the county where the LLC's principal office, or, if none in Kentucky, its registered office is or was last located. 2. Describe the information that must be included in a claim and provide a maili ng address where the claim may be sent. 3. State that a claim against the LLC will be barred unless a proceeding to enforce the claim is commenced within two years (five years for a professional LLC) after the publication of the If a dissolved LLC publis hes the statutorily prescribed newspaper notice, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim is commenced within the times set out by statute: 1. A claimant who did not receive wr itten notice under KRS 275.320. 2. A claimant whose claim was timely sent to the LLC but not acted on. 3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim may be enforced against a LLC to the extent of its undistributed assets or, if the assets have been distributed in liquidation, against a member of the LLC to the extent of that member's pro rata share of the claim or the assets of the LLC distributed to the member in liquidation, whic hever is less. A member's total liability for all claims may not exceed the total amount of assets, less liabilities assumed or taken subject to, distributed to the member. STEPS TO DISSOLVE A KENTUCKY LLC Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CON SENTING TO DISSOLUTION Step 2: SEE FORM 2 - ARTICLES OF DISSOLUTION Instructions to complete the Notice of Dissolution:  This form should be typed or printed legibly in black ink.  1. Provide the name of the LLC.  2. Provide the date of the filing of the original Articles of Organization.  3. Indicate what event precipitated the dissolution of the LLC.  4. Provide the effective date of the dissolution. This must be a date certain.  5. If there is any other in formation which you wish to disclose to the Secretary of State (and the general public), attach that to the Articles.  Provide the name of the LLC, the signature of the person authorized to file the Articles, and the typed/printed name of the person sign ing the Articles.  File the original and one copy.  The filing fee is $40.00. Mail the original and one copy of the ARTICLES OF DISSOLUTION and the $40.00 filing fee to: Office of the Secretary of State 700 Capitol Avenue Room 154, State Capitol PO B ox 718 Frankfort, KY 40602 (502) 564 -2848 Fax: (502) 564 -4075 A transmittal letter is included in this package for your use. SEE FORM A - TRANSMITTAL LETTER Step 3: Complete the winding up process as set out above in the Introductory Notes. SEE FORM 3 - NOTICE TO CLAIMANTS SEE FORM 4 - NOTICE FOR PUBLICATION NOTE: This Notice must be published once in a newspaper of general circulation in the county where the LLC's principal office, or, if none in Kentucky, its registered office is or was last located. SEE FORM 5 - NOTICE OF REJECTION OF CLAIM * * * Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contain ed herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms. com/disclaimer.htm FORM A TRANSMITTAL LETTER Return Name and Address _____ _______________________________ ____________________________________ ____________________________________ ____________________________________ Date: Office of the Secretary of State 700 Capitol Avenue Room 154, State Capitol PO Box 718 Frankfort, KY 40602 Re: __________________________ Dear Sir: Enclosed please find the original and one copy of Articles of Dissolution for ______________________________________________, a Kentucky limited liability company. Please file this documen t and provide a "filed" copy to me. Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ___________________________ _________________________________ ____________________________________________ Thank you in advance for your assistance. Yours very truly, FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF ________________________________________ A KENTUCKY LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Kentucky limited liability company, hereby resolve to dissolve and consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 ARTICLES OF DISSOLUTION http://w ww.uslegalforms.com/dissolution/KY/KY -DissLLC.pdf Follow the instructions on the form. FORM 3 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Kentucky limited liability company, filed Articles of Dissolution with the Secretary of State. You may be able to assert a claim against the LLC. If you have a claim, describe that claim in detail: ______________________________________________________________________________ __________________________________________________________________________ ____ ______________________________________________________________________________ ______________________________________________________________________________ Your claim must be received by __________________________________________________ (this can b e no less than 120 days from the date of this notice). Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ____________________ __________________________________________________________ YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR CLAIM IS NOT RECEIVED BY THE DEADLINE. Name of Limited Liability Company: _______________________________________________ By: ________________ _________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 4 NOTICE FOR PUBLICATION NOTICE TO CLAIMANTS You are hereby notified that on the _____day of ______________ _______________, 20 _____, __________________________________________________________________, a Kentucky limited liability company, filed a Notice of Dissolution with the Secretary of State. You may be able to assert a claim against the LLC. If you have a claim against the LLC, describe the claim in detail and mail it to the address listed below. Claims must be sent to: ______________________________________________________________________________ ________________________________________________________ ______________________ ______________________________________________________________________________ YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED WITHIN 2 YEARS (5 YEARS IF THE LLC IS A PROFESSIONAL LLC) AFTER THE PUBLIC ATION OF THIS NOTICE. Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 5 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ____________________________________________________________ _______, a Kentucky limited liability company, rejected all or part of the claim you submitted to the company. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________ ________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ___________________________________ ___________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Name of Limited Liability Company: __________________ _____________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________