A limited liability company shall be dissolved, and it shall commence to wind up its
affairs upon the happening of the first to occur of the following:
(1) The expiration of the term of the limited liability company set forth in the
articles of organization, if any;
(2) Upon the occurrence of events specified in the articles of organization or a
written operating agreement;
(3) Unless otherwise set forth in the operating agreement, the written consent of
all of the members of a limited liability company;
(4) There are no remaining members, except that the limited liability company shall
not be dissolved and its affairs shall not be wound up when:
(a) A member is admitted to the limited liability company in the manner provided for
in a written operating agreement, effective as of the occurrence of the event that
terminated the continued membership of the last remaining member; or
(b) Unless otherwise provided in a written operating agreement, within ninety (90)
days after the occurrence of the event that terminated the continued membership of
the last remaining member, the successor-in-interest of the last remaining member
agrees in writing to continue the limited liability company and to the admission of
the successor-in-interest of that member or its designee to the limited liability
company as a member, effective as of the occurrence of the event that terminated the
continued membership of the last remaining member;
(5) Entry of a decree of judicial dissolution under KRS 275.290; or
(6) Filing of a certificate of dissolution by the Secretary of State under KRS 14A.7-020; but
(7) If a nonprofit limited liability company does not have members, subsection (4)
of this section shall not apply.
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