Articles of Organization
To form an LLC in Kentucky, articles of organization must be signed by at least one person and then filed with the Commercial Division of the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:
- The company name
- The street address of the LLC’s initial registered office
- The name of its initial registered agent at the registered office
- The mailing address of the initial principal office of the LLC
- A statement as to whether the LLC will be member-managed or manager-managed
- The period of the LLC’s duration (this period will be perpetual unless the articles indicate a set time for dissolution)
- A written statement of the initial registered agent consenting to serve in that capacity
- Any other provisions, not inconsistent with law, that the members elect to be set forth in an operating agreement
Your LLC is considered organized once the articles of organization and two exact copies (or conformed copies) are delivered by one or more persons to the Corporations Division of the Secretary of the Commonwealth, and the Secretary of the Commonwealth finds that they are in compliance with state requirements.
The document must be executed by:
- An organizer if the LLC has not been formed
- By a manger if the LLC is manager-managed
- By a member if the LLC is member-managed
- By a fiduciary if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary or
- By an attorney in fact. The persons executing the document must indicated beneath or opposite their signatures their name and title (capacity in which each signs)
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, forming an LLC generally requires inclusion and/or consideration of the following:
Any person or entity may form a LLC. The person or entity need not be a member of the LLC.
- Minimum Number of Organizers: One or more persons or legal entities
- Eligibility Requirements: An organizer may be an individual, a general partnership, a limited liability partnership, including a registered limited liability partnership, a limited partnership, a domestic or foreign LLC, a trust, an estate, an association, a corporation, or any other legal entity
Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.
A limited liability company must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: A natural person or an entity
- Procedure for Membership: The member may acquire an interest in the LLC directly from the LLC either:
- Upon compliance with an operating agreement, or
- If an operating agreement does not so provide in writing, upon the written consent of all members.The effective time of admission of a member to a limited liability company shall be the later of:
- The date the LLC is formed
- The time provided in the operating agreement or (3) if not time is provided, when the person’s admission is reflected in the records of the LLC
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- Unless provided in a written operating agreement, a member has no right to withdraw from a LLC
- If the written operating agreement does not specify a time a member may withdraw, a member shall not withdraw without the consent of all other members remaining at the time
- The LLC may recover damages from the breach of the operating agreement
The contributions of a member to the limited liability company may be.