All persons purporting to act as or on behalf of a limited liability company, knowing there
has been no organization under this chapter, or who assume to act for a limited liability
company without authority to do so, shall be jointly and severally liable for all liabilities
created while so acting.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 104, effective July 15,
2010. -- Amended 2007 Ky. Acts ch. 137, sec. 104, effective June 26, 2007. --
Created 1994 Ky. Acts ch. 389, sec. 19, effective July 15, 1994.
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
4
cases (
2 in the last 5 years), 2014–2025 · leading case:
Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014).
Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014).
· cites it 3× “, KRS 275.095 ("All persons ... who assume to act for a limited liability company without authority to do so .”
Matthew Schneider v. Buttermilk Shopping Ctr., LLC (Ky. Ct. App. 2025).
· cites it 4× “The court held that the tenant’s failure to comply with the registration requirements for a foreign entity in Kentucky Revised Statutes (“KRS”) Chapter 14A meant that the principal member of the LLC could be held personally liable for its debts under KRS 275.095. Upon careful…”
David G. Mounts v. Mounts & Dannheiser, LLC (Ky. Ct. App. 2023).
· cites it 2× “170; (2) Mounts and Mounts Electric never purported to act on behalf of the LLC, and thus no liability could be imposed under KRS 275.095; (3) the Judgment is inconsistent, (4) Dannheiser delegated his authority to manage and control the LLC to Mounts in accordance with KRS 275.”
Vail Summit Resorts, Inc. v. Zip-Flyer, LLC (D. Colo. 2020).
“(quoting Ky. Rev. Stat. § 275.095). However, Defendants are correct that “a member of a limited liability company enjoys statutory immunity from liability under [Kentucky law] for actions taken during a period of administrative dissolution so long as the company is reinstated…”
Annotations are extracted automatically from the opinions in the
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treatment. Dots show Syfertize treatment of the citing case itself.