Ky. Rev. Stat. » Chapter 275
Kentucky Revised Statutes

Ky. Rev. Stat. § 275.180 (2026)

Operating agreement provisions on personal liability and indemnification

✓ laws through the 2026 session (checked Sept. 2026)
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A written operating agreement may:

(1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in KRS 275.170; and

(2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager. Effective: July 15, 1998 History: Amended 1998 Ky. Acts ch. 341, sec. 30, effective July 15, 1998. -- Created 1994 Ky. Acts ch. 389, sec. 36, effective July 15, 1994.

Notes of Decisions
Cited in 4 cases (2 in the last 5 years), 2012–2023 · leading case: Commonwealth v. Grider, 390 S.W.3d 803 (Ky. Ct. App. 2012).
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Commonwealth v. Grider, 390 S.W.3d 803 (Ky. Ct. App. 2012). “Grider alleged that he was entitled to be indemnified from Grider Drug for his legal expenses pursuant to KRS 275.180, and that without the funds, he was unable to pay the legal and expert witness expenses he needed to defend himself.”
Brunswick TKTKonnect, LLC v. Kavanaugh, 661 F. Supp. 3d 698 (W.D. Ky. 2023). · cites it 2× “Similarly, KRS § 275.180(1) provides that “[a] written operating agreement may .”
David G. Mounts v. Mounts & Dannheiser, LLC, No. 2022 CA 000583 (Ky. Ct. App. Sept. 7, 2023). “Mounts cites KRS 275.180, which states a written Operating Agreement may “[e]liminate or limit the personal liability of a member -12- or manager for monetary damages for breach of any duty provided for in KRS 275.”
Wheatley v. McCarty, No. 19-03034 (Bankr. W.D. Ky. Apr. 23, 2020). “170(1)-(2), LLC members are otherwise free to reduce or eliminate those duties in the LLC’s operating agreement under KRS 275.180(1): “A written operating agreement may .”
Ky. Rev. Stat. § 275.180(1): 2 cases
Brunswick TKTKonnect, LLC v. Kavanaugh, 661 F. Supp. 3d 698 (W.D. Ky. 2023). “Similarly, KRS § 275.180(1) provides that “[a] written operating agreement may .”
Wheatley v. McCarty, No. 19-03034 (Bankr. W.D. Ky. Apr. 23, 2020). “170(1)-(2), LLC members are otherwise free to reduce or eliminate those duties in the LLC’s operating agreement under KRS 275.180(1): “A written operating agreement may .”
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