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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Whether your LLC
will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
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agreement tailored to the needs of your business.
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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
LLC Filing Office
Kentucky
Secretary of State
Business Filings
P.O. Box 718
Frankfort, KY 40602
Tel: 502-564-2848
www.kysos.com/BUSSER/BUSFIL/forms.asp
Check Name Availability
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
The Kentucky LLC Act
Important Statutory Rules
LLC Management
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.
Capital Contributions
A
promise by a member to make capital contributions is not
enforceable unless in writing.
Dissolution
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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OPERATING AGREEMENT IN MINUTES
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