Kentucky Revised Statutes

Ky. Rev. Stat. § 275.380 (2026)

Laws governing foreign limited liability company

✓ current as of May 2026

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(1) Subject to the Constitution of this Commonwealth:

(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs, including the inspection of the books, records, and documents, and the liability of its members, except as provided in subsection (2) of this section; and

(b) A foreign limited liability company shall not be denied registration by reason of any difference between the laws of another jurisdiction under which a foreign limited liability company is organized and the laws of this Commonwealth.

(2) A certificate of authority obtained pursuant to this chapter shall not authorize a foreign limited liability company to exercise any powers or engage in any business that a domestic limited liability company is forbidden to exercise or engage in by the laws of this Commonwealth. Effective: July 15, 2010 History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 126, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 126, effective June 26, 2007. -- Created 1994 Ky. Acts ch. 389, sec. 76, 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 2 cases (1 in the last 5 years), 2020–2025 · leading case: Matthew Schneider v. Buttermilk Shopping Ctr., LLC (Ky. Ct. App. 2025).

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Matthew Schneider v. Buttermilk Shopping Ctr., LLC (Ky. Ct. App. 2025). · cites it 2× “A foreign LLC is not required to “organize” under Kentucky law; KRS 275.380 plainly states that the laws of the state under which a foreign LLC is organized shall continue to govern its organization and internal affairs, and section (b) of that statute differentiates between…”

Vail Summit Resorts, Inc. v. Zip-Flyer, LLC (D. Colo. 2020). “”); see Ky. Rev. Stat. § 275.380(1)(a) (a similar Kentucky statute).”

— Ky. Rev. Stat. § 275.380(1) — 1 case

Matthew Schneider v. Buttermilk Shopping Ctr., LLC (Ky. Ct. App. 2025). “A foreign LLC is not required to “organize” under Kentucky law; KRS 275.380 plainly states that the laws of the state under which a foreign LLC is organized shall continue to govern its organization and internal affairs, and section (b) of that statute differentiates between…”

— Ky. Rev. Stat. § 275.380(1)(a) — 1 case

Vail Summit Resorts, Inc. v. Zip-Flyer, LLC (D. Colo. 2020). “”); see Ky. Rev. Stat. § 275.380(1)(a) (a similar Kentucky statute).”

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