Kentucky LLC Operating Agreement
The Kentucky LLC Operating Agreement is the core document that is referred to when issues concerning a Kentucky limited liability company (“LLC”) need to be resolved.
The LLC Operating Agreement is the most important document for your Kentucky LLC.
In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of Kentucky.
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The LLC operating agreement does not have to be filed with any state agency. All states, including the state of Kentucky will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.
Your Kentucky Limited Liability Company
Division of Corporations
Entity or Franchise Level Tax
For tax years beginning on or after January 1, 2005, limited partnerships, LLPs, and LLCs doing business in Kentucky are subject to the corporation income tax. The top corporate tax rate is 6% on all amounts over $100,000 for tax years beginning on or after January 1, 2007.
State LLC Act
The Kentucky LLC Act is contained in Title XXIII, Chapter 275 of the Kentucky Statute
Important Statutory Rules
An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.
Admission of Members
Unless the Operating Agreement states otherwise, new membership must be issued with the written consent of all the members.
Amending the Operating Agreement
Unless otherwise provided in the Operating Agreement, a majority-in-interest is required to amend the Articles of Organization to change management of the LLC from member to manager or vice-versa, or to amend the Operating Agreement.
A promise by a member to make capital contributions is not enforceable unless in writing.
Unless otherwise provided in the Operating Agreement, the written consent of a majority-in-interest of members is required to voluntarily dissolve the LLC.
Transfers of Property
In a member-managed LLC, transfers of LLC property may be transferred by a document signed by an authorized member on behalf of the LLC; in a manager-managed LLC, any authorized manager can execute such a transfer document on behalf of the LLC.
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