HB 349 (BR 158) - S. Brinkman, R. Webb
AN ACT relating to business entities.
Create new sections of KRS Chapter 275 to authorize limited liability companies to acquire corporations through a "share exchange," and provide for a plan of share exchange, its adoption, and rights of members with respect thereto; create five new sections of KRS Chapter 275, modeled in part after KRS 273.237, 273.241, 273.303, 273.333, 273.320, and 273.327, relating to nonprofit corporations, to provide that a nonprofit limited liability company shall not issue interests, make distributions, or make loans to its members or managers; provide for the distribution of assets of a nonprofit limited liability company in the process of dissolution; provide for judicial sale of assets of a nonprofit limited liability company; provide for the involuntary dissolution of a nonprofit limited liability company; amend KRS 275.015 to include new definitions for the chapter; amend KRS 275.020 to require the organizer to name the initial manager or initial member; specify that the limited liability company begins on the date the articles of organization are filed with the Secretary of State; provide that the Secretary of State's filing of the articles of organization is proof that the organizer satisfied all conditions precedent to organization, except in proceedings by the state to cancel or revoke the organization or involuntarily dissolve the limited liability company; amend KRS 275.025 to include articles of organization requirements for nonprofit, series, and special purpose limited liability companies; create a new section of KRS Chapter 275 to place therein substantive language describing a written operating agreement; amend KRS 275.030 to specify that members have no right to dissent from an amendment to the articles of organization unless otherwise provided in the articles or in the written operating agreement; amend KRS 275.045 to allow the Secretary of State to accept electronically transmitted documents for filing and payment of filing fees by credit or debit card; amend KRS 275.050 to require additional forms to be designed by the Secretary of State; amend KRS 275.055 to provide set fees for additional ministerial functions of the Secretary of State; make technical amendments to KRS 275.060, relating to effective date and time of filing; make technical and conforming amendments to KRS 275.065, relating to articles of correction; make technical and conforming amendments to KRS 275.070 and KRS 275.080, relating to filing of documents with the Secretary of State; amend KRS 275.095, relating to joint and several liability for persons purporting to act for a limited liability company that is not organized, to preclude liability to any person with knowledge that the organization had not yet taken place so long as the organization took place shortly thereafter; amend KRS 275.100 to provide that KRS Chapter 275 shall not control the use of assumed names; amend KRS 275.105 to allow holders of reserved names to cancel that reservation; amend KRS 275.170 to provide that voting and quorum requirements for member or manager actions subject to review shall not include the member or manager whose action is being reviewed; amend KRS 275.175 to provide that a member has no right to dissent from an amendment to the operating agreement unless otherwise provided in the articles of organization or the written operating agreement; amend KRS 275.185 to allow operating agreements to set conditions on use of an LLC's records or information; amend KRS 275.195 to allow persons to be admitted as members of the limited liability company and to receive an interest therein without making a contribution or a promise thereof, and to allow persons to be admitted without acquiring an interest in the LLC; make technical and conforming amendments to KRS 275.200, relating to the obligations of members to make contributions; amend KRS 275.225 to exempt reasonable compensation and payments from a bona fide retirement plan from the definition of "distribution" for the purpose of that section; amend KRS 275.255 to provide that certain restrictions on assignments be enforceable notwithstanding KRS 355.9-406 and 355.9-408; amend KRS 275.285 to provide additional contingencies relating to the last remaining member or successor in interest before a limited liability company shall be dissolved; amend KRS 275.190 to provide for amendments to an LLC's annual report; amend KRS 275.295 to add provisions relating to dissolution and reinstatement of LLCs; amend KRS 275.345 and 275.350 to provide that members shall not have the right to dissent from a merger unless otherwise provided in the articles of organization, a written operating agreement, or an agreement and plan of merger, and to prohibit a nonprofit limited liability company from merging with any entity other than a domestic nonprofit limited liability company; amend KRS 275.400 to reflect new terminology relating to real and assumed names; amend KRS 275.405 to specify that the Commonwealth may not regulate the inspection of the records of foreign LLCs; amend KRS 275.410 to add provisions relating to real and assumed names of Foreign LLCs; create new sections of KRS Chapter 275 to allow corporations to transition to limited liability companies and establish procedures to do so; amend KRS 141.010 to conform.
Jan 12-introduced in House
Jan 13-to Appropriations and Revenue (H)
Jan 23-reassigned to Judiciary (H)