Title XXIII, Private Corporations and Associations

(1) A plan of merger or consolidation shall be adopted in the following manner: (a) If the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directi…

Upon such approval, articles of merger or articles of consolidation shall be delivered to the Secretary of State for filing and shall set forth: (1) The plan of merger or the plan of consolidation; (2) If the members of any merging or consolidating corporation are entitled to vot…

When a merger or consolidation has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, an…

liability companies. (1) One (1) or more domestic corporations, a domestic corporation and a domestic limited liability company, and one (1) or more foreign corporations of the type that may be organized under KRS 273.161 to 273.390 or KRS Chapter 275 may be merged into one (1) o…

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, i…

A corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be su…

(1) A dissolved corporation shall continue its corporate existence but shall 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 in accordance with KRS 273.303; …

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provisions shall be made therefor; (2) Assets held by the corporation upon condi…

A plan providing for the distribution of assets, not inconsistent with the provisions of KRS 273.161 to 273.390, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets…

A corporation may, at any time prior to the filing of articles of dissolution with the Secretary of State, revoke the action theretofore taken to dissolve the corporation, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall ado…

(1) At any time after dissolution is authorized and proceedings have not been revoked, articles of dissolution shall be delivered to the Secretary of State for filing and shall set forth: (a) The name of the corporation; (b) The date dissolution was authorized; (c) If there are m…

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 reinstate …

A corporation may be dissolved involuntarily by a decree of the Circuit Court in an action filed by the Attorney General when it is established that: (1) The corporation is guilty of abuse or misuse of its corporate powers, privileges or franchises, or the corporation has become …

The Secretary of State, on or before the last day of December of each year, may certify to the Attorney General the names of all corporations which have given cause for dissolution as provided in KRS 273.161 to 273.390, together with the facts pertinent thereto. Whenever the Secr…

(1) Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general in the circuit court of the county in which the registered office of the corporation is situated. (2) Summons shall issue and be served as in other civil action. If proces…

(1) Courts of equity shall have full power to liquidate the assets and affairs of a corporation: (a) In an action by a member or director when it is made to appear: 1. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the …

(1) In a proceeding to liquidate the assets and affairs of a corporation, the court shall have the power to issue injunctions, to appoint a receiver or receivers pendente lite with such powers and duties as the court from time to time may direct, and to take such other proceeding…

A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond…

In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court…

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redel…

(1) In a proceeding to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceeding and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in …

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive such distributive portion, shall be reduced to c…

The dissolution of a corporation either (1) by the filing of articles of dissolution with the Secretary of State, or (2) by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in KRS 273.161 to 273.390 shall not take away or i…

Each foreign nonprofit corporation transacting business in the Commonwealth of Kentucky shall comply with KRS 14A.9-010.

Each foreign corporation authorized to transact business in this state shall continuously maintain in this state a registered office and a registered agent that satisfy the requirements of KRS 14A.4-010.

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

In respect of the following documents, the fees to be collected by the Secretary of State for filing, when required by this chapter, shall be: (1) Articles of incorporation, eight dollars ($8); (2) Articles of amendment, eight dollars ($8); (3) Restated articles of incorporation,…

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by KRS 273.161 to 273.3…

Whenever any notice is required to be given to any member or director of a corporation under the provisions of KRS 273.161 to 273.390 or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons…

(1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by KRS 273.161 to 273.390 to be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidence…

(1) Any action required by KRS 273.161 to 273.390 to be taken at a meeting of the members of a corporation, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by …

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.

273.161 to 273.387. (1) A corporation organized under KRS Chapter 271B or its predecessors may convert to a corporation organized under and governed by KRS 273.161 to 273.387 as authorized by KRS 271B.10-010. (2) A corporation that has been converted under KRS 271B.10-010 shall b…

(1) KRS 273.161 to 273.390, so far as it can be made applicable, shall apply to any nonstock, nonprofit corporation in existence on June 30, 1968, which was formed under the general laws of this state relating to religious, educational, charitable, civic, athletic, recreational, …

KRS 273.161 to 273.390 shall be known and may be cited as the "Kentucky Nonprofit Corporation Acts."

regarding charitable trust -- Liability of trustee -- Powers of Attorney General. Notwithstanding any other provisions of this chapter: (1) "Internal Revenue Code" as used in this section means the Internal Revenue Code of 1954, in effect on January 1, 1970, including all appropr…

property tax bills -- Collection and distribution -- Collection fee for sheriff. (1) If a fire department created under the provisions of this chapter is authorized by law to collect membership charges or subscriber fees for combating fires or serving in other emergencies, the le…

There shall be established community action agencies throughout political subdivisions of the Commonwealth.

As used in KRS 273.405 to 273.453, unless the context otherwise requires: (1) "Commission" means the Legislative Research Commission. (2) "Community action agency" means a corporation organized for the purpose of alleviating poverty within a community or area by developing employ…

otherwise unavailable. (1) A community action agency shall be organized and shall operate subject to the provisions of KRS 273.405 to 273.453. To the extent KRS 273.405 to 273.453 are inconsistent with the provisions of this chapter, the provisions of KRS 273.405 to 273.453 shall…

In order to accomplish its purposes, a community action agency may: (1) Borrow money for any of the purposes of the agency; (2) Issue debentures, notes, or other evidences of indebtedness, whether secured or unsecured, and secure the same by mortgage, pledge, deed of trust, or ot…

(1) A community action agency may be designated by the following political subdivisions: (a) One (1) or more counties; (b) One (1) or more municipal corporations; or (c) One (1) or more counties and one (1) or more municipal corporations. (2) The chief elected official of the des…

(1) When a private nonprofit corporation is designated as a community action agency, the board of directors of the private nonprofit corporation, if constituted in compliance with subsection (3) of this section, shall be the governing board. (2) When a political subdivision is de…

(1) The governing board of a private, nonprofit community action agency shall have the same legal powers and responsibilities granted under its state charter as the board of directors of any private, nonprofit corporation incorporated in the Commonwealth of Kentucky including the…

(1) Each community action agency shall: (a) Plan systematically for an effective community action program, develop information as to the problems and causes of poverty in the community; determine how much and how effectively assistance is being provided to deal with those problem…

KRS 205.632. A community action agency may participate in the pilot project established in KRS 205.632. The state administering agency shall work with the Department for Medicaid Services to effectuate the pilot project if community action agencies are deemed participating provid…