LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Kentucky

At a glance

Requirements one by one

Management form changes the default resignation rule

Under KRS 275.280(3)-(4), a member-managed LLC member may resign on 30 days’ prior written notice to the LLC unless a written operating agreement changes the rule. A manager-managed LLC member instead needs every other member’s consent.

The section states no separate acceptance, public filing, notice-address, or later-date mechanism. Status ends on the resignation’s effective date, and the former member then holds the interest as an assignee.

Kentucky has no wrongful-disassociation damages category

Section 275.280 lists cessation events and consequences but does not define wrongful disassociation or create a damages formula. A resignation may still fail the written-agreement, notice, or consent rule, and KRS 275.255(1)(f) says assignment alone does not release member liability.

This page does not decide breach, enforceability, causation, or remedies under other law.

Written-agreement and full-transfer removal are distinct

Under KRS 275.280(1)(c) and (2), a written operating agreement may remove a member or create another cessation event. After a full unilaterally assignable transfer with another member remaining, written majority-in-interest consent of the nonassigning members removes the seller unless the written agreement changes the rule.

If no other member remains, removal occurs automatically at the assignment’s effective time. Separately, KRS 275.265(4) ends seller status when the full-interest assignee becomes a member.

Judicial dissolution is not judicial expulsion

Chapter 275 supplies no court-ordered member-expulsion route. KRS 275.290 instead lets a member seek dissolution when the business cannot reasonably practicably continue in conformity with the operating agreement.

A decree follows a hearing, is filed with the Secretary of State, and sends the LLC into winding up. It does not remove only one member while continuing the ordinary company.

Insolvency events have agreement, consent, and cure branches

Section 275.280(1)(d)-(e) lists creditor assignment, voluntary bankruptcy, adjudicated bankruptcy or insolvency, specified relief filings, admissions, and voluntary fiduciary appointments. A written agreement or written majority-in- interest consent can prevent those exits.

An involuntary proceeding or appointment instead has a 120-day dismissal, vacatur, or stay clock, again subject to the written-agreement and majority- consent overrides.

Personal and entity events are also usually overridable

Section 275.280(1)(f)-(j) covers individual death or adjudicated incompetence, trust termination, member-LLC dissolution and winding up, corporate dissolution or charter revocation with a 90-day reinstatement clock, and full distribution of an estate’s interest.

The complete list states no merger, conversion, or domestication event. Under §§ 275.265(5) and 275.280(5), a successor to a disassociated member is an assignee unless the operating agreement supplies another result.

Assignee status ends governance and supplies no payout

Under KRS 275.255, an assignee receives only assigned distributions and no management or member rights. Section 275.280(6) goes further: absent a written operating agreement, disassociation does not entitle the former member or assignee to any distribution.

Kentucky therefore creates no automatic buyout, redemption, fair-value payment, or payment deadline. The written operating agreement must be checked for any economic consequence.

Records and memberless dissolution remain separate

Section 275.185 gives inspection rights to a current member and specified information to the legal representative of a deceased or legally disabled member. It states no general former-member or assignee inspection right, though the LLC must keep current and past member/manager lists.

Under § 275.285(4), loss of the last member causes dissolution unless the written agreement supplies a retroactive admission route or, within 90 days, the last member’s successor agrees in writing to continue and admit the successor or a designee.

What trips people up

• Management form changes the exit gate. Thirty-day notice applies to the member-managed default; manager-managed resignation requires unanimity.
• Most automatic events can be stopped. A written agreement or timely written majority consent overrides many insolvency, death, and entity events.
• A full transfer has several status paths. Admission, written majority removal, or no-other-member automatic removal may control.
• Disassociation pays nothing by default. Assignee status preserves only distributions otherwise made; it is not a buyout.

Common questions

Must a member-managed resignation notice be written?

Yes. The statutory default requires 30 days’ prior written notice to the LLC.

May one member ask a court to expel another?

Chapter 275 provides judicial dissolution, not judicial expulsion.

Does death always end membership?

Not necessarily. A written operating agreement or written majority-in-interest consent of the remaining members can change the default event.

Does the former member receive fair value?

Not under the statutory default. Section 275.280(6) says disassociation itself creates no distribution unless a written operating agreement provides one.

Statutes and sources

• KRS 275.015 and 275.280 — definitions, resignation, removal, automatic events, assignee status, and no-distribution rule. Official current KRS 275.280 (accessed August 30, 2026).
• KRS 275.255 and 275.265 — assignment economics, governance boundary, seller liability, full-transfer cessation, and successor status. Official current KRS 275.255 (accessed August 30, 2026).
• KRS 275.185 — current-member records and representative information. Official current KRS 275.185 (accessed August 30, 2026).
• KRS 275.285 and 275.290 — memberless continuation, dissolution, and the judicial-dissolution boundary. Official current KRS 275.285 and KRS 275.290 (accessed August 30, 2026).