Title XXIII, Private Corporations and Associations

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) The name of the corporation; …

(1) A corporation's board of directors may propose dissolution for submission to the shareholders. (2) For a proposal to dissolve to be adopted: (a) The board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of con…

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing an original and three (3) exact or conformed copies of articles of dissolution setting forth: (a) The name of the corporation; (b) The date dissolution…

(1) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of…

(1) A dissolved corporation shall continue its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties that will not be distributed in ki…

(1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall…

(1) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (2) The notice shall: (a) Be published one (1) time in a newspaper of general circulation in the county …

reinstated prior corporation -- Effect. The General Assembly finds and declares it to be the public policy of the Commonwealth of Kentucky that each corporation which was refused reinstatement either orally or in writing and subsequently reincorporated as a second corporation may…

The Circuit Court may dissolve a corporation: (1) In a proceeding by the Attorney General if it is established that: (a) The corporation obtained its articles of incorporation through fraud; or (b) The corporation has continued to exceed or abuse the authority conferred upon it b…

(1) Venue for a proceeding by the Attorney General to dissolve a corporation shall lie in Franklin County. Venue for a proceeding brought by any other party named in KRS 271B.14-300 shall lie in the county where a corporation's principal office (or, if none in this state, its reg…

(1) A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties…

(1) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in KRS 271B.14-300 exist, it may enter a decree dissolving the corporation, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of Stat…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer or other appropriate state official …

A foreign corporation transacting business in this Commonwealth is subject to KRS 14A.6-010.

(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of direct…

(1) A shareholder of a corporation shall be entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (5) of KRS 271B.16-010 if he gives the corporation written notice of his de…

(1) A shareholder's agent or attorney shall have the same inspection and copying rights as the shareholder he represents. (2) The right to copy records under KRS 271B.16-020 shall include, if reasonable, the right to receive copies made by photographic, xerographic, or other mean…

(1) If the corporation does not allow a shareholder who complies with subsection (1) of KRS 271B.16-020 to inspect and copy any records required by that subsection to be available for inspection, the Circuit Court of the county where the corporation's principal office (or, if non…

Upon the written request of any shareholder or holder of voting trust certificates for shares of a corporation the corporation shall mail to such shareholder or holder of voting trust certificates its most recent financial statements showing in reasonable detail its assets and li…

benefit corporation. (1) If a corporation indemnifies or advances expenses to a director under KRS 271B.8-510 to 271B.8-540 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareho…

Each domestic corporation and each foreign corporation qualified to transact business in this Commonwealth is subject to KRS 14A.6-010.

(1) This chapter shall apply to any corporation formed under the laws of this state unless the statutes relating to a corporation of that kind either are inconsistent with this chapter or state that the provisions of this chapter do not apply to it. (2) Subject to the provisions …

A foreign corporation authorized to transact business in this state on January 1, 1989, shall be subject to this chapter but shall not be required to obtain a new certificate of authority to transact business under this chapter.

(1) Except as provided in subsection (2) of this section, the repeal of a statute by 1988 Acts Ch. 23, sec. 248 does not affect: (a) The operation of the statute or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, obligation, or liabili…

If any provision of this chapter or its application to any person or circumstances is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or appli…

(1) On January 1, 1989, and thereafter, this chapter shall apply to all domestic corporations in existence on the effective date that were incorporated under the present statutes or any prior law and those incorporated on or after January 1, 1989, to the extent provided in KRS 27…

On any bond, note, debenture or other debt security issued by a corporation, the signature of the officers of the corporation acting in connection with the issuance, and the seal of the corporation may be facsimiles if the instrument is authenticated or countersigned by a trustee…

The corporate existence of each domestic corporation which, upon July 1, 1974, is listed as an existing corporation on the current corporate index maintained in the office of the secretary of state and is then engaged in the usual course of its business shall be, and it hereby is…

Any corporation which was in existence at the time of the adoption of the present Constitution of this state and subsequent thereto has filed in the office of the Secretary of State any amendment of its charter or articles of incorporation shall thereby be deemed to have filed th…

The purpose of the provisions of this chapter requiring the filing or recording of the articles of incorporation, amendments thereto, and other papers, is to afford all persons the opportunity of acquiring knowledge of the contents thereof, but no person dealing with the corporat…

All corporate charters granted and grants made to corporations since February 14, 1856, may be revoked by the General Assembly, unless a contrary intent is plainly expressed; but no revocation or repeal shall impair other rights previously vested.

this state. Any corporation may be organized and chartered under the provisions of this chapter or under the provisions of KRS 273.161 to 273.400 for the purposes of establishing, operating, and maintaining a foreign trade zone within this state, under the provisions of 19 U.S.C.…

521.020, or 521.050. (1) If a domestic corporation is convicted of a violation of KRS 506.010, 506.030, 506.040, 521.020, or 521.050, or if an officer, employee, or agent of the corporation is convicted of violating any section specified above under circumstances which bring corp…

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

(1) The articles of incorporation shall set forth: (a) A corporate name for the corporation that satisfies the requirements of KRS 14A.3-010; (b) The number of shares the corporation is authorized to issue; (c) The corporation's initial registered office and initial registered ag…

(1) Unless a delayed effective date is specified, the corporate existence shall begin when the articles of incorporation are filed by the Secretary of State. (2) The Secretary of State's filing of the articles of incorporation shall be conclusive proof that the incorporators sati…

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, shall be jointly and severally liable for all liabilities created while so acting.

(1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting b…

(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the …

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders,…

(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (2) A corporation engaging in a business that is subject to regulation under another statute of th…

(1) Unless its articles of incorporation provide otherwise, every corporation shall have perpetual duration and succession in its corporate name and shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, includi…

(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (b) Relocate the principal office, …

(1) Except as provided in subsection (2) of this section, the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged in a proceeding by: (a) A shareholder against the…

The name of each corporation shall satisfy the requirements of KRS 14A.3-010.

written acceptance of appointment. Each corporation shall continuously maintain in this Commonwealth a registered office and a registered agent that comply with KRS 14A.4-010.

A corporation that changes the mailing address of its principal office shall comply with KRS 14A.5-010.

(1) The articles of incorporation shall prescribe the classes of shares and series of shares within a class and the number of shares of each class and series that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, the articles of…

amendment. (1) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in KRS 271B.6-010, of: (a) Any class of shares before the issuance of any shares o…

(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued shall be outstanding shares until they are reacquired, redeemed, converted, or canceled. (2) The reacquisition, redemption, or conversion o…