Kentucky Revised Statutes

Ky. Rev. Stat. § 275.020 (2026)

Procedure for forming limited liability company

✓ current as of May 2026

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(1) One (1) or more persons may serve as the organizer and form a limited liability company by delivering articles of organization to the Secretary of State for filing. It shall not be necessary that the person or persons be members of the limited liability company. (2) Unless a delayed effective date is specified, the existence of the limited liability company shall begin when the articles of organization are filed by the Secretary of State. If a delayed effective date is specified, the existence of the limited liability company shall begin when the articles of organization are effective as specified in KRS 14A.2-070. (3) The Secretary of State's filing of the articles of organization shall be conclusive proof that the organizer or organizers satisfied all conditions precedent to organization, except in a proceeding by the state to cancel or revoke the organization or involuntarily dissolve the limited liability company. Effective: January 1, 2011 History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 94, effective July 15, 2010; and amended ch. 151, sec. 141, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 94, effective June 26, 2007. -- Amended 1998 Ky. Acts ch. 341, sec. 22, effective July 15, 1998. -- Created 1994 Ky. Acts ch. 389, sec. 4, effective July 15, 1994. Legislative Research Commission Note (1/1/2011). This section was amended by 2010 Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear in conflict, therefore, they have been codified together. Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed effective as of June 26, 2007, and those provisions are hereby made expressly retroactive to that date, with the remainder of the text of those sections being unaffected by the provisions of this section."

Notes of Decisions

Cited in 3 cases (2 in the last 5 years), 2010–2023 · leading case: Racing Inv. Fund 2000, LLC v. Clay Ward Agency, Inc., 320 S.W.3d 654 (Ky. 2010).

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Racing Inv. Fund 2000, LLC v. Clay Ward Agency, Inc., 320 S.W.3d 654 (Ky. 2010). “Following the filing of articles of organization, KRS 275.020, the business of a *657 limited liability company is typically conducted in accordance with an operating agreement, an agreement that has been analogized to a partnership agreement or even the articles of…”

Little v. Hatler Morgan Generation Skipping Trust (Bankr. W.D. Ky. 2023). · cites it 4× “KRS § 275.020 governs the formation of a limited liability company.”

Hannah v. Mullins (S.D.W. Va 2021). “” KRS 275.020. Moreover, Hannah acknowledges in his own affidavit that he directed Mullins to meet with Brown, his personal lawyer, “to file the organizational papers for the LLC with the State of Kentucky.”

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