Kentucky Revised Statutes

Ky. Rev. Stat. § 275.255 (2026)

Assignment of interest

✓ current as of May 2026

Find cases: SyfertCases citing this section KY-LRCapps.legislature.ky.gov JustiaChapter on Justia CornellLII Search CasesGoogle Scholar

(1) Unless otherwise provided in a written operating agreement: (a) A limited liability company interest shall be assignable in whole or in part; (b) An assignment shall entitle the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled; (c) An assignment of a limited liability company interest shall not dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member other than the right to receive distributions pursuant to subsection (1)(b) of this section; (d) Until the assignee of a limited liability company interest becomes a member pursuant to KRS 275.265(1), the assignor shall continue to be a member and to have the power to exercise any rights of a member, subject to the members' right to remove the assignor pursuant to KRS 275.280(1)(c)2.; (e) Until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment; and (f) The assignor of a limited liability company interest shall not be released from liability as a member solely as result of the assignment. (2) A written operating agreement may provide that a member's limited liability company interest may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the assignment or transfer of any interest represented by the certificate. (3) Unless otherwise provided in a written operating agreement, the pledge of or granting of a security interest, lien, or other encumbrance in or against any or all of the limited liability company interest of a member shall not constitute an assignment and shall not cause the member to cease to be a member or cease to have the power to exercise any rights or powers of a member. (4) Limitations upon the assignment or pledge of a membership interest set forth or adopted in accordance with this section shall be enforced notwithstanding KRS 355.9-406 and 355.9-408. Effective: July 15, 2010 History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 116, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 116, effective June 26, 2007. -- Created 1994 Ky. Acts ch. 389, sec. 51, 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 6 cases (5 in the last 5 years), 2010–2025 · leading case: Spurlock v. Begley, 308 S.W.3d 657 (Ky. 2010).

Sort: Relevance Newest Treatment

Spurlock v. Begley, 308 S.W.3d 657 (Ky. 2010). · cites it 3× “lity company: (a) In the case of the person acquiring a limited liability company interest directly from a limited liability compa *660 ny, upon compliance with an operating agreement or, if an operating agreement does not so provide in writing, upon the written consent of all…”

Hannah v. Mullins (S.D.W. Va 2021). · cites it 2× “KRS 275.255, titled “Assignment of interest,” states, in relevant part: (1) Unless otherwise provided in a written operating agreement: (a) A limited liability company interest shall be assignable in whole or in part; (b) An assignment shall entitle the assignee to receive, to…”

Kevin Stich v. Dale Mattingly (Ky. Ct. App. 2024). “[Stich] additionally argues that, pursuant to KRS 275.255 [Mattingly] is entitled only to foreclose on [Stich’s] rights to distributions from the LLC necessary to pay for the judgment, not [Stich’s] entire interest in the LLC.”

Little v. Hatler Morgan Generation Skipping Trust (Bankr. W.D. Ky. 2023). “liability company: (a) In the case of the person acquiring a limited liability company interest directly from a limited liability company, upon compliance with an operating agreement or, if an operating agreement does not so provide in writing, upon the written consent of all…”

Loretta Mounce, in Her Capacity as Adm'x of the Est. of Jamie Scott Mounce, & on Behalf of the Texas Cattle Co., LLC v. Brad Mounce, Individually & as the Surviving Member of the Texas Cattle Co., LLC (Ky. Ct. App. 2025). “] KRS 275.255(1). An assignee of an interest in an LLC “shall become a member only if a majority-in-interest of the members consent.”

Bus. Aircraft Leasing, Inc. v. Ultra Energy Resources, LLC (Bankr. E.D. Ky. 2025). “§ 275.255(1)(b)-(c); see also Part III.D (discussing the impact of limits in the governing Operating Agreement).”

— Ky. Rev. Stat. § 275.255(1) — 2 cases

Hannah v. Mullins (S.D.W. Va 2021). “KRS 275.255, titled “Assignment of interest,” states, in relevant part: (1) Unless otherwise provided in a written operating agreement: (a) A limited liability company interest shall be assignable in whole or in part; (b) An assignment shall entitle the assignee to receive, to…”

— Ky. Rev. Stat. § 275.255(1)(b) — 1 case

— Ky. Rev. Stat. § 275.255(l)(a) — 1 case

Spurlock v. Begley, 308 S.W.3d 657 (Ky. 2010). “lity company: (a) In the case of the person acquiring a limited liability company interest directly from a limited liability compa *660 ny, upon compliance with an operating agreement or, if an operating agreement does not so provide in writing, upon the written consent of all…”

— Ky. Rev. Stat. § 275.255(l)(d) — 1 case

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.