Kentucky · Statute

Kentucky Nonprofit Corporation Acts

Most Kentucky homeowners' associations are nonprofit corporations, and this is the statute that runs them. For a planned community the law requires it; for a condominium it is one of three permitted forms. When your declaration and your state property statute are silent — on how a meeting is called, what a quorum is, how a proxy works, who controls the bylaws, what a director owes you and what a court can do about it — the answer is usually here. The full statutory text, hosted for reference, with a plain-language guide for homeowners.

KRSKRS Ch. 273KRS 273.161 – 273.390131 SectionsKRS through the 2026 Regular Session
What this means for homeowners

The Kentucky Nonprofit Corporation Acts (KRS 273.161 to 273.390) were created by 1968 Ky. Acts ch. 165 and have been amended many times since, most consequentially in 1988, 2010, 2015 and 2018. Section 273.390 gives the short title, and it is plural: “KRS 273.161 to 273.390 shall be known and may be cited as the ‘Kentucky Nonprofit Corporation Acts.’”

Nothing in this chapter mentions homeowners. Read across all 131 section numbers in the Act, the words homeowner, covenant, common area, common element, condominium and residential do not appear once. It is a general corporation statute. It matters to a Kentucky association not because it was written for one, but because it is the corporate body that Kentucky's property statutes assume and do not themselves supply.

Whether this chapter governs your association

  • A planned community. KRS 381.787(1) of the Kentucky Planned Community Act requires the association to be either a nonprofit corporation under this chapter or an unincorporated nonprofit association under KRS Chapter 273A. If yours took the corporate route — and most do — this chapter applies to it.
  • A condominium. KRS 381.9165 of the Kentucky Condominium Act is broader: the association may be a for-profit corporation, a nonprofit corporation or an unincorporated association. Where it is a nonprofit corporation, this chapter is its corporate law.
  • An older condominium under the Horizontal Property Law. That statute requires no entity at all — its “council of co-owners” is simply the owners — so whether this chapter applies depends entirely on whether the owners incorporated.

Two scope sections settle the rest. Section 273.163 applies the Act to every corporation organised under it and to nonprofit corporations organised under the acts that 1968 ch. 165 repealed. Section 273.387 reaches corporations already in existence on June 30, 1968, “so far as it can be made applicable”, without requiring them to amend their articles. And § 273.167 permits incorporation for “any lawful purpose”, with a list that expressly includes civic, social and recreational — which is where an association sits.

How to check. Kentucky's Secretary of State runs a public business-entity search, so an owner can confirm in a minute whether their association is incorporated, whether it is in good standing, and who its registered agent is.

The liability shield

This is the practical reason associations incorporate. Section 273.187(2): “Unless otherwise provided in the articles of incorporation, a director, officer, employee, or member of a corporation shall not be personally liable for the acts or debts of the corporation, except that the member may become personally liable by reason of his or her own acts or conduct.” A member of an incorporated association is not on the hook for the association's debts — but the exception is real, and personal conduct is never covered.

The mirror image is § 273.380: “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.” An association whose corporate status has lapsed, with a board still signing contracts, is exactly the situation that section describes.

Records — and the sentence that can switch the right off

Section 273.233 is the most important section on this page for most owners, and its last sentence is why. The section requires every corporation to keep correct and complete books and records of account, to keep minutes of the proceedings of its members, board and committees exercising board authority, and to keep at its registered or principal office a record of the names and addresses of its members entitled to vote. Then:

“All books and records of a corporation may be inspected and copied by any member, or the member's agent or attorney, for any proper purpose at any reasonable time. The member's right of inspection may be abolished or limited by the corporation's articles of incorporation or bylaws.”

Read that twice. The corporate inspection right is a default, not a floor — an association's own documents may abolish it. Two consequences follow:

  • Cite the property statute, not the corporation statute. For a planned community the record right is KRS 381.795; for a condominium it is KRS 381.9197, which requires all financial and other records to be “reasonably available for examination by any unit owner”. Those rights come from statutes the association's documents cannot switch off in the same way.
  • Read your articles and bylaws for a limitation before you assume you have been refused unlawfully. A board relying on a bylaw that limits inspection may be relying on something § 273.233 actually permits.

A related duty sits in a different section and is not waivable in the same way: § 273.227(3) requires the bylaws or the board to delegate to one officer responsibility for preparing the minutes of directors' and members' meetings and for authenticating the corporation's records. Minutes have to exist and someone has to be answerable for them.

Members, meetings and notice

  • Membership. A corporation may have one or more classes of members or none at all; the classes, the manner of election or appointment and the qualifications and rights of each are set by the articles or bylaws (§ 273.187(1)).
  • Annual meeting. Held when the bylaws say. Failing to hold it “shall not work a forfeiture or dissolution of the corporation” — so a board that skipped the annual meeting has not thereby dissolved the association (§ 273.193(2)).
  • Special meetings. Callable by the president or the board, and by whoever else the documents name. If the documents fix no number, members holding one-twentieth (1/20) of the votes may call one (§ 273.193(3)) — five percent, a low bar worth knowing.
  • Notice. Not less than ten nor more than thirty-five days before the meeting, stating place, day and hour, and for a special meeting the purpose. But the whole rule opens “[u]nless otherwise provided in the articles of incorporation or the bylaws” (§ 273.197), so your documents can change it.
  • Virtual meetings. Permitted, but only if the board — “in its sole discretion” — authorises them, and only with three safeguards: reasonable measures to verify each participant is a member or proxy holder, a reasonable opportunity to participate and to hear the proceedings substantially concurrently, and a record of any vote taken remotely (§ 273.195).
  • Waiver. A written waiver signed by the person entitled to notice, before or after the meeting, is equivalent to giving notice (§ 273.373).

Voting and quorum

One member, one vote — unless the documents say otherwise. The right to vote “may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws”; absent that, each member gets one vote on each matter (§ 273.201(1)). Proxies are allowed unless the documents forbid them, and no proxy is valid after eleven months from its execution unless the proxy itself says otherwise (§ 273.201(2)). The bylaws may allow elections of directors or officers by mail, and the documents may authorise cumulative voting in director elections (§ 273.201(3)) — except in a planned community, where KRS 381.792(4)(b) bars cumulative voting outright.

Quorum defaults to one-tenth. The bylaws may set the number or percentage; in the absence of a provision, members holding one-tenth (1/10) of the votes, in person or by proxy, are a quorum, and a matter passes on a majority of the votes entitled to be cast by those present or represented unless the Act or the documents require more (§ 273.203).

Members can act without meeting only unanimously. Written consent has the effect of a meeting vote, but it must be signed by all of the members entitled to vote on the matter; a member may revoke a consent before the necessary consents are delivered, and not afterwards (§ 273.377).

Where the articles or bylaws require a greater proportion than the Act does for any action by members or directors, the documents control (§ 273.370).

The board

  • “The affairs of a corporation shall be managed by a board of directors” (§ 273.207(1)). Except for a fire department organised under this chapter (§ 273.207(2)), directors need not be residents of Kentucky or members of the corporation unless the articles or bylaws require it. But do not stop at the corporation statute: KRS 381.787(2) requires a planned community's board to be elected from among the owners, and KRS 381.9169(6) requires a majority of a condominium executive board to be unit owners — whatever the bylaws say. The corporate default only fills a gap the property statute leaves open.
  • At least three directors, with the number set by the articles or bylaws; a variable range is allowed, and no decrease shortens a sitting director's term (§ 273.211(1)).
  • Default term: one year, and until a successor is elected and has accepted (§ 273.211(2)). Classes with non-uniform terms are permitted (§ 273.211(3)).
  • Removal — and this is a gap. Section 273.211(4) says only that “[a] director may be removed from office pursuant to any removal procedure provided in the articles of incorporation or bylaws.” The Act supplies no removal procedure of its own. If your documents contain none, this chapter does not give you one — unlike the property statutes, which do (KRS 381.787(6) for a planned community, KRS 381.9169(7) for a condominium).
  • Vacancies may be filled by a majority of the remaining directors even though less than a quorum, unless the documents provide otherwise; the appointee serves the unexpired term (§ 273.213).
  • Kentucky jurisdiction is automatic. Every director, by accepting election or appointment — including by service — is deemed to consent to the jurisdiction of Kentucky courts for any action by or on behalf of the corporation (§ 273.211(5)); the same applies to officers (§ 273.227(7)).

Board quorum and meetings. A quorum is a majority of the number of directors fixed by the bylaws unless the documents say otherwise, and the act of a majority of those present at a meeting with a quorum is the act of the board (§ 273.217(1), (3)). Directors may meet by any means of simultaneous communication, and a director doing so counts as present in person (§ 273.217(2)). A director may not vote by proxy — ever, and the prohibition applies “[i]rrespective of whether or not the corporation has members” (§ 273.217(4)). Directors may act without a meeting only by written consent signed by every director, and only if the documents do not forbid it (§ 273.375).

Two days' notice, and a court that can force a meeting. Board meetings are held on whatever notice the bylaws prescribe; if the bylaws are silent, at least two days' notice of the time, date and place (§ 273.223(1)). The purpose need not be stated (§ 273.223(2)), and attending waives notice unless the director attends expressly to object that the meeting was not lawfully called (§ 273.223(3)). And the remedy worth remembering: the Circuit Court may order a special meeting of the board on the application of one-third or more of the incumbent directors, fixing the time, place, form and content of the notice (§ 273.223(4)).

Committees, and the twelve things they cannot do

A board may create committees of two or more directors unless the chapter or the documents forbid it, and a non-director may serve on one but “may not vote on any matter that binds the corporation” (§ 273.221(1)). A committee may exercise board powers to the extent specified — except that it may not authorise distributions; authorise repurchase or redemption of a membership; authorise or propose to members anything the chapter requires members to approve; fill board vacancies; adopt, amend or repeal bylaws; elect, appoint or remove an officer; establish another board committee or alter how its members are appointed; amend or restate the articles; adopt a plan of merger or consolidation; authorise a sale, lease, exchange or mortgage of all or substantially all the property; authorise voluntary dissolution or revoke it; or amend, alter or repeal a board resolution (§ 273.221(3)).

Advisory committees may include non-directors, but may not act on behalf of or bind the corporation — only recommend (§ 273.221(4)). And creating a committee or delegating to it “does not alone constitute compliance by a director with the standards of conduct” of § 273.215 (§ 273.221(5)): a board cannot delegate its way out of its own duty.

Officers

A corporation has the officers its bylaws describe or the board appoints under the bylaws; the same individual may hold more than one office; and an officer's term may not exceed three years under the documents, with annual appointment by the board in the absence of any provision (§ 273.227). Each officer's authority and duties come from the bylaws, or from the board consistent with them (§ 273.228).

Removal of an officer is easy. Any officer may be removed by whoever is authorised to elect or appoint them, “whenever in their judgment the best interests of the corporation will be served thereby” — no cause needed. Removal is without prejudice to any contract rights, and “[e]lection or appointment of an officer or agent shall not of itself create contract rights” (§ 273.231). Note the contrast with a director, for whom the Act supplies no removal procedure at all.

What a director owes you — and how hard it is to sue over it

The standard (§ 273.215(1)–(4)). A director must discharge their duties “[i]n good faith”, “[o]n an informed basis” and “[i]n a manner he honestly believes to be in the best interests of the corporation”. Being informed means making inquiry “with the care an ordinarily prudent person in a like position would exercise under similar circumstances”. A director may rely on officers and employees believed reliable and competent, on legal counsel and public accountants within their expertise, and on a board committee they do not sit on — but not if they know something that makes the reliance unwarranted.

The shield (§ 273.215(5)–(6)). An action or a failure to act as a director “shall not be the basis for monetary damages or injunctive relief” unless the director breached that standard and, for damages, the breach “constitutes willful misconduct or wanton or reckless disregard for human rights, safety or property”. Where the claim is for monetary damages, the plaintiff carries the burden of proving both elements by clear and convincing evidence and of proving the breach was the legal cause of the damages (§ 273.215(6)). The bar in subsection (5) covers injunctive relief as well as damages — but an injunction needs only the breach in (5)(a); the willful-misconduct element and the clear-and-convincing burden are written for damages claims. Section 273.229 applies the same framework to officers with discretionary authority.

And the articles can go further. Section 273.248 lets the articles eliminate or limit a director's personal liability for monetary damages altogether — except for a transaction where the director's personal financial interest conflicts with the corporation's, for acts or omissions not in good faith or involving intentional misconduct or a known violation of law, and for a transaction from which the director derived an improper personal benefit. Those three exceptions cannot be drafted away.

Self-dealing has its own rule. A conflict-of-interest transaction is safe from equitable relief only if the material facts and the interest were disclosed or known to the board or a properly constituted committee and it authorised the transaction, or the transaction was fair to the corporation. Approval must come from a majority of the disinterested directors — “a transaction may not be authorized, approved, or ratified by a single director” — and where fairness is the defence, the interested director bears the burden of proving it (§ 273.219).

No loans to the people running it. “No loans shall be made by a corporation to its directors or officers,” and any director or officer who assents to or participates in making one is personally liable to the corporation for the amount until it is repaid (§ 273.241).

Money: no dividends, but plenty is permitted

A nonprofit corporation shall not have or issue shares of stock, and no part of its income or profit may be distributed to members, directors or officers (§ 273.237(1)). The exceptions in subsection (2) are broad and worth knowing, because they answer questions owners actually ask: the corporation may pay reasonable compensation for services rendered to it, reimburse reasonable expenses, confer benefits on members in conformity with its purposes, and apply income so as to reduce or eliminate dues, fees or contributions otherwise payable by members. It may also make distributions on dissolution, and to entities exempt under section 501(c)(3) of the Internal Revenue Code or to governments for public purposes.

A solvency test guards the last three of those. A distribution under subsection (2)(e), (f) or (g) — on dissolution or liquidation, to a 501(c)(3) entity or a government, or to purchase a membership — may not be made if at the time or as a result the corporation could not pay its debts as they become due or its total assets would be less than its total liabilities (§ 273.237(3)). Reasonable compensation, expense reimbursement, member benefits and dues reduction under (2)(a)–(d) are not subject to that test.

Articles, bylaws, and who really controls them

The board controls the bylaws by default, and this surprises people. The initial bylaws are adopted by the board, and “[t]he power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws” (§ 273.191). If your association's documents say nothing about who amends the bylaws, the corporate default is the board, without a member vote — but check the property statute first. For a planned community, KRS 381.791(3) gives the owners the power to amend the bylaws by a majority of all lot owners unless the declaration specifies otherwise, which displaces the § 273.191 default.

Amending the articles is a members' matter, at two-thirds. The board adopts a resolution and submits it to a members' meeting on the usual notice, and the amendment passes on at least two-thirds of the votes which members present or represented by proxy are entitled to cast. If there are no voting members, a majority of the directors in office does it (§ 273.263). Any number of amendments may be voted at one meeting.

Where articles and bylaws conflict, the articles win — with one carve-out: a change in the number of directors made by amending the bylaws is controlling, unless the articles provide that the number may be changed only by amending the articles (§ 273.247(4)). Section 273.247(1) lists the seven things the articles must set out, and § 273.247(3) presumes perpetual duration unless the articles say otherwise.

Restating is not the same as amending. Restated articles — which must state that they “correctly set forth the provisions of the articles of incorporation as theretofore amended” — take only a majority of the members present or represented (§ 273.273). A substantive change still needs the two-thirds of § 273.263, and may be folded into a restatement under § 273.263(4).

The votes that take two-thirds

Where there are members entitled to vote, each of these passes on at least two-thirds of the votes which members present or represented by proxy are entitled to cast — and where there are none, on a majority of the directors in office:

  • Amending the articles of incorporation (§ 273.263).
  • A merger or consolidation (§ 273.283), including with a limited liability company or a qualifying foreign corporation (§ 273.277, 273.293).
  • Selling, leasing, exchanging, mortgaging or pledging all or substantially all the property and assets (§ 273.297) — and the notice must state that this is the purpose of the meeting.
  • Voluntary dissolution (§ 273.300), a plan of distribution (§ 273.307), and revoking a dissolution already voted (§ 273.310).

When it goes wrong: what a court can do

Section 273.330 is the section to know. Courts of equity have full power to liquidate a corporation's assets and affairs in an action by a member or a director where it is shown that:

  • the directors are deadlocked and irreparable injury is being suffered or threatened, and the members cannot break the deadlock or have no voting rights;
  • “the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent”;
  • the members entitled to elect directors are deadlocked in voting power and have failed for at least two years to elect successors;
  • “the corporate assets are being misapplied or wasted”; or
  • the corporation cannot carry out its purposes.

Be clear about what that section is and is not. It is the closest thing Kentucky law gives an association member to a statutory cause of action against a board — and the relief it names is liquidation, which for a homeowners' association is a drastic outcome rather than a routine one. Courts have wide latitude on the way there (§ 273.333 allows injunctions and a receiver pendente lite, and § 273.343 lets the proceeding be discontinued once the cause no longer exists), but the remedy the statute is built around is winding the corporation up. Talk to a Kentucky attorney before treating it as a lever.

Two narrower routes sit alongside it. Under § 273.173, a member or director may sue to enjoin an unauthorised act or transfer of property — lack of corporate power is no defence to the act's validity, but it can be asserted this way. And under § 273.320, the Attorney General may seek involuntary dissolution in Circuit Court where the corporation has abused or misused its corporate powers, has “become detrimental to the interest and welfare of the Commonwealth of Kentucky or its citizens”, procured its articles by fraud, failed to file its annual report, or failed to appoint and maintain a registered agent. The Secretary of State may certify offending names to the Attorney General each December, and the action abates if the corporation cures and pays the costs (§ 273.323).

Dissolution, and the two-year tail

A voluntary dissolution runs through §§ 273.300 to 273.313: the two-thirds vote, then the corporation ceases to conduct its affairs except to wind up, mails notice of the proposed dissolution to each known creditor, and collects and distributes its assets. Section 273.302 makes clear what dissolution does not do — it does not transfer title to the corporation's property, change the standards of conduct for directors and officers, change quorum or voting requirements, prevent or abate proceedings, or terminate the registered agent's authority. Assets are applied in the order set by § 273.303, with anything held for charitable or similar purposes going to an organisation doing substantially similar work. Anything owed to someone who cannot be found is reduced to cash and deposited with the State Treasurer (§ 273.353).

The tail matters. Dissolution “shall not take away or impair any remedy available to or against the corporation, its directors, officers, or members” for anything existing before it — if the action is commenced within two years of the dissolution (§ 273.357).

What this chapter does not do

Read across all eighty live sections, the Nonprofit Corporation Acts contain no assessment power, no lien, no covenant enforcement, no architectural control, no fine power, no reserve requirement and no fee-shifting provision. They create no regulator of associations: the Secretary of State handles filings, and the Attorney General's role is the dissolution action in § 273.320. Everything that makes a homeowners' association a homeowners' association comes from your declaration and from Kentucky's property statutes — this chapter supplies the body those powers are exercised through, and the rules for how that body decides things.

Ten sections now point at KRS Chapter 14A — and one of them is how associations die

The corporate name (§ 273.177), the registered office and agent (§§ 273.182, 273.3641), the mailing address of the principal office (§ 273.1842), filing requirements (§§ 273.252 and 273.267, the latter still carrying its own content), the articles of incorporation's name and registered-agent requirements (§ 273.247(1)(a), (d)), foreign qualification (§ 273.361), one of the grounds for involuntary dissolution (§ 273.320(3)) and the annual report (§ 273.3671) were all reduced to one-line cross-references to the Kentucky Business Entity Filing Act, KRS Chapter 14A (2010 Ky. Acts ch. 151, effective January 1, 2011). That chapter's text is not reproduced on this page — but it reaches your association directly: “Each entity and each foreign entity is subject to the provisions of this chapter” (§ 14A.1-020), and § 14A.6-010(1)(d)1. names the not-for-profit corporation in terms.

The annual report is also the public record of who your board is. Every entity must deliver one to the Secretary of State between January 1 and June 30 of each year, and for a nonprofit corporation it must set out the entity's name and state of organization, the address of its registered office and the name of its registered agent, the address of its principal office, and the name and business address of the officer responsible for authenticating records, of each other principal officer, and of each director (§ 14A.6-010(1)). It is delivered between January 1 and June 30 of each year (§ 14A.6-010(3)), and the information must be current as of the date it is executed (§ 14A.6-010(2)). An owner who cannot get a membership list can usually still find the board in that filing.

Missing it is the most common way a Kentucky association loses its corporate status. The Secretary of State may begin administrative dissolution if the entity does not deliver its annual report by the due date, is without a registered office or agent for sixty days or more, or fails to report a change of either within sixty days (§ 14A.7-010(1)). The Secretary of State must first advise the entity, and if it does not correct each ground within sixty days of the notice, signs a certificate of dissolution (§ 14A.7-020(1), (2)). A dissolved entity “continues its existence but shall not carry on any business except that necessary to wind up and liquidate its business and affairs” — which is the moment § 273.380, above, starts to matter for whoever is still signing on the association's behalf.

Reinstatement is available, and it relates back. An administratively dissolved entity may apply at any time. The application must recite that the grounds did not exist or have been eliminated, that the name still qualifies, carry a certificate from the Department of Revenue that all taxes owed have been paid, represent that no steps have been taken to wind up and notify claimants, and be accompanied by the reinstatement penalty and the fee for each delinquent annual report (§ 14A.7-030(1)). When reinstatement takes effect it “shall relate back to and take effect as of the effective date of the administrative dissolution”, and the entity carries on “as if the administrative dissolution or revocation had never occurred” (§ 14A.7-030(3)). One door does close for good: an entity that has actually wound up, liquidated and notified claimants is prohibited from reinstatement (§ 14A.7-030(4)).

Two smaller points from the same chapter. The registered agent must be an individual residing in Kentucky, or an entity qualified here, whose business address is identical with the registered office; and the association must give its agent a named natural person as a communications contact, kept up to date — if it does not, the agent may resign (§ 14A.4-010(1), (3)), which then starts the sixty-day clock above. And a nonprofit corporation's name must end with “corporation,” “company” or “limited” or an abbreviation of one; using a non-compliant name does not void the corporation's existence, but a court may enjoin it from doing business under that name (§ 14A.3-010(2), (20)).

The fifty-one repealed sections

Fifty-one of the section numbers in this range are repeal stubs, and they are reproduced below with the catchline each carried when it was repealed. Most are the 1948 act that 1968 ch. 165 replaced, or the filing provisions that the 2010 Kentucky Business Entity Filing Act moved into KRS Chapter 14A. They are kept because a set of articles drafted in 1975, a title opinion, or an older court opinion will cite them, and a reader who lands on one needs to see that it is gone and when it went — not an empty gap.

How it fits with Kentucky's other community laws

This chapter is the layer underneath the property statutes, not a substitute for them. Which statute governs your community is a question of what you own: a planned community under KRS 381.785 to 381.801, a condominium created on or after January 1, 2011 under KRS 381.9101 to 381.9207, or an older condominium under the Horizontal Property Law. This chapter then supplies the corporate machinery for whichever of those associations incorporated as a nonprofit — and for a planned community, KRS 381.787(1) means that is most of them.

When two rules meet, the property statute is usually the stronger one. Records are the clearest case: § 273.233 lets an association's own documents abolish or limit the corporate inspection right, while KRS 381.795 and KRS 381.9197 create record rights that do not work that way — and the Condominium Act adds that its provisions may not be varied by agreement or waived (KRS 381.9107). Director removal runs the other way round: this chapter supplies no procedure at all (§ 273.211(4)), where the property statutes do (KRS 381.787(6), KRS 381.9169(7)). Read both, and where they differ, ask which one your association is actually subject to.

The other entity form. KRS 381.787(1) also permits an unincorporated nonprofit association under KRS Chapter 273A. That is a separate statute from this one, with its own rules, and an association that never incorporated is not governed by the chapter on this page.

Discrimination and debt collection are elsewhere: the Kentucky Civil Rights Act and the federal Fair Housing Act, and the federal Fair Debt Collection Practices Act when a third-party collector pursues unpaid assessments. Return to the Kentucky HOA laws hub for the full set.

Contents · 131 sections ▾
  1. 273.161Definitions for KRS 273.161 to 273.390.
  2. 273.162Notice.
  3. 273.163Applicability.
  4. 273.167Purposes for which nonprofit corporations may be organized under KRS 273.161 to 273.390.
  5. 273.170Articles of incorporation.repealed
  6. 273.171General powers.
  7. 273.172Powers of Secretary of State.
  8. 273.173Defense of ultra vires.
  9. 273.177Corporate name.
  10. 273.178Reserved name.repealed
  11. 273.179Registered name.repealed
  12. 273.180Corporate name.repealed
  13. 273.181Registered office -- Agent for service of process.repealed
  14. 273.182Registered office and registered agent.
  15. 273.183Service of process on corporation.repealed
  16. 273.184Change of registered office or registered agent.repealed
  17. 273.1841Resignation of registered agent.repealed
  18. 273.1842Statement of change of principal office.
  19. 273.185Service on corporation.repealed
  20. 273.187Members.
  21. 273.190Filing and recording of articles; issuance of certificate of incorporation; fees.repealed
  22. 273.191Bylaws.
  23. 273.193Meetings of members.
  24. 273.195Remote communication.
  25. 273.197Notice of members' meetings.
  26. 273.200Beginning of corporate existence; who constitute corporation; validity and effect of various papers.repealed
  27. 273.201Voting.
  28. 273.203Quorum.
  29. 273.207Board of directors -- Qualifications.
  30. 273.210Corporate powers.repealed
  31. 273.211Number and election or appointment of directors -- Classes -- Terms -- Removal.
  32. 273.213Vacancies.
  33. 273.215General standards for directors.
  34. 273.217Quorum of directors -- Prohibition on director voting by proxy.
  35. 273.219Conflict-of-interest transaction.
  36. 273.220Limitations on business and holding of real estate.repealed
  37. 273.221Committees of the board -- Advisory committees.
  38. 273.223Place and notice of directors' meetings.
  39. 273.227Officers.
  40. 273.228Authority of officers.
  41. 273.229Standards of conduct for officers.
  42. 273.230Bylaws.repealed
  43. 273.231Removal of officers.
  44. 273.233Books and records.
  45. 273.237Shares of stock and dividends prohibited -- Permissible expenditures.
  46. 273.240Membership; rights of members.repealed
  47. 273.241Loans to directors and officers prohibited.
  48. 273.243Incorporators.
  49. 273.247Articles of incorporation.
  50. 273.248Articles of incorporation -- Limitation of director liability.
  51. 273.250Members not liable for debts.repealed
  52. 273.251Filing of articles -- Certificate of incorporation.repealed
  53. 273.252Filing requirements.
  54. 273.2521Forms.repealed
  55. 273.2522Effective time and date of document.repealed
  56. 273.2523Correcting filed document.repealed
  57. 273.2524Filing duty of Secretary of State.repealed
  58. 273.2525Appeal from Secretary of State's refusal to file document.repealed
  59. 273.2526Evidentiary effect of filed document.repealed
  60. 273.2527Certificate of existence.repealed
  61. 273.2528Penalty for signing false document.repealed
  62. 273.253Incorporation.
  63. 273.2531Incorporation.
  64. 273.257Organization of corporation.
  65. 273.260Amendment of articles.repealed
  66. 273.261Right to amend articles of incorporation.
  67. 273.263Procedure to amend articles of incorporation.
  68. 273.267Articles of amendment.
  69. 273.270Process agent.repealed
  70. 273.271Recording of articles of amendment -- Certificate of amendment.repealed
  71. 273.273Restated articles of incorporation.
  72. 273.277Procedure for merger.
  73. 273.280Dissolution.repealed
  74. 273.281Procedure for consolidation.
  75. 273.283Approval of merger or consolidation.
  76. 273.287Articles of merger or consolidation.
  77. 273.290Existing corporations subject to this law; exceptions.repealed
  78. 273.291Effect of merger or consolidation.
  79. 273.293Merger or consolidation of domestic and foreign corporations and limited liability companies.
  80. 273.297Sale, lease, exchange, mortgage, or pledge of assets.
  81. 273.300Voluntary dissolution.
  82. 273.302Effect of dissolution.
  83. 273.303Distribution of assets.
  84. 273.307Plan of distribution.
  85. 273.310Revocation of voluntary dissolution proceedings.
  86. 273.313Articles of dissolution.
  87. 273.317Filing of articles of dissolution.repealed
  88. 273.318Grounds for administrative dissolution.repealed
  89. 273.3181Procedure for and effect of administrative dissolution.repealed
  90. 273.3182Reinstatement following administrative dissolution or revocation under prior law -- Amendment of articles of incorporation to extend or delete period of duration.repealed
  91. 273.3183Appeal from denial of reinstatement.repealed
  92. 273.3184Permissibility of merger of subsequent reincorporation with reinstated prior corporation -- Effect.
  93. 273.320Involuntary dissolution.
  94. 273.323Notification to Attorney General.
  95. 273.327Venue and process.
  96. 273.330Jurisdiction of court to liquidate assets and affairs of corporation.
  97. 273.333Procedure in liquidation of corporation by court.
  98. 273.337Qualifications of receivers.
  99. 273.340Filing of claims in liquidation proceedings.
  100. 273.343Discontinuance of liquidation proceedings.
  101. 273.347Decree of involuntary dissolution.
  102. 273.350Repealed, 2012.Catchline at repeal: Filing of decree of dissolution.repealed
  103. 273.353Deposits with State Treasurer.
  104. 273.357Survival of remedy after dissolution.
  105. 273.360Admission of foreign corporations.repealed
  106. 273.361Application for certificate of authority.
  107. 273.3611Amended certificate of authority.repealed
  108. 273.3612Effect of certificate of authority.repealed
  109. 273.363Applicability of service and withdrawal provisions of KRS Chapter 271B.repealed
  110. 273.364Corporate name of foreign corporation.repealed
  111. 273.3641Registered office and registered agent of foreign corporation.
  112. 273.3642Change of registered office or registered agent of foreign corporation.repealed
  113. 273.3643Resignation of registered agent of foreign corporation.repealed
  114. 273.3644Service on foreign corporation.repealed
  115. 273.3645Withdrawal of a foreign corporation.repealed
  116. 273.3646Grounds for revocation of certificate of authority of foreign corporation.repealed
  117. 273.3647Procedure for an effective revocation of certificate of authority of foreign corporation.repealed
  118. 273.3648Appeal from revocation.repealed
  119. 273.367Annual report of domestic and foreign corporations -- Reinstatement of certificate of incorporation.repealed
  120. 273.3671Annual report.
  121. 273.368Filing and recording fees.
  122. 273.369Charges collected by Secretary of State.repealed
  123. 273.370Greater voting requirements.
  124. 273.373Waiver of notice.
  125. 273.375Director action without meeting.
  126. 273.377Member action without meeting.
  127. 273.380Unauthorized assumption of corporate powers.
  128. 273.382Conversion of Chapter 271B corporation to corporation governed by KRS 273.161 to 273.387.
  129. 273.383Limitations on business and holding of real estate -- Escheat procedure.repealed
  130. 273.387Application of act to corporations in existence on June 30, 1968.
  131. 273.390Title of law.

No sections match that filter.

KRS 273.161 Definitions for KRS 273.161 to 273.390.

As used in KRS 273.161 to 273.390, unless the context otherwise requires:

(1) "Corporation" or "domestic corporation" means a nonprofit corporation subject to the provisions of KRS 273.161 to 273.390, except a foreign corporation, and for the purposes of KRS 273.277 to 273.293, the term "corporation" also means domestic nonprofit limited liability companies;

(2) "Disaster" means any natural, technological, or civil emergency that causes damage of sufficient severity and magnitude to result in a declaration of a state of emergency by a county, the Governor, or the President of the United States;

(3) "Foreign corporation" means a nonprofit corporation organized under laws other than the laws of this state;

(4) "Nonprofit corporation" means a corporation no part of the income or profit of which is distributable to its members, directors or officers;

(5) "Articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger;

(6) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated;

(7) "Member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws;

(8) "Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which group is designated;

(9) "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs;

(10) "Principal office" means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located;

(11) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility for custody of the minutes of the meetings of the board of directors and the members and for authenticating records of the corporation;

(12) "Individual" includes the estate of an incompetent or deceased individual;

(13) "Entity" includes a domestic or foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business or statutory trust, estate, partnership, limited partnership, limited liability company, trust, and two (2) or more persons having a joint or common economic interest; and state, United States, and foreign government;

(14) "Person" includes individual and entity.

(15) "Name of record with the Secretary of State" means any real, fictitious, reserved, registered, or assumed name of an entity;

(16) "Real name" shall have the meaning set forth in KRS 365.015;

(17) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission;

(18) "Effective date of notice" means notice when effective under KRS 273.162(3);

(19) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient;

(20) "Notice" means notice as described in KRS 273.162;

(21) "Sign" or "signature" includes any manual, facsimile, or conformed or electronic signature; and

(22) "Limited liability company" or "LLC" means a domestic nonprofit limited liability company.

Effective: June 27, 2019

History: Amended 2019 Ky. Acts ch. 131, sec. 1, effective June 27, 2019. -- Amended 2015 Ky. Acts ch. 34, sec. 68, effective June 24, 2015. -- Amended 2013 Ky. Acts ch. 113, sec. 1, effective June 25, 2013. -- Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 79, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 79, effective June 26, 2007. -- Amended 1988 Ky. Acts ch. 23, sec. 195, effective January 1, 1989. -- Amended 1986 Ky. Acts ch. 202, sec. 7, effective March 28, 1986. -- Created 1968 Ky. Acts ch. 165, sec. 2.

Legislative Research Commission note (editorial, not part of the statute): 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." Note (6/26/2007). 2007 Ky. Acts ch. 137, sec. 79, subsection (15) cited "Section 164 of this Act." It is apparent from context that the section referred to should have been Section 163 of the Act, KRS 365.015. The Reviser of Statutes has made this change under the authority of KRS 7.136.

KRS 273.162 Notice.

(1) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.

(2) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail, or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.

(3) Written notice by a corporation to a member, if in a comprehensible form, shall be effective:

(a) Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the member's address shown in the corporation's current record of members; or

(b) When electronically transmitted to the member in a manner authorized and in accordance with the member's instructions, if any.

(4) Written notice to a domestic or foreign corporation authorized to transact business in this Commonwealth may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office address of record with the Secretary of State.

(5) Except as provided in subsections (3) and (4) of this section, written notice, if in a comprehensible form, shall be effective at the earliest of the following:

(a) When received;

(b) Five (5) days after its deposit in the United States mail, if mailed postpaid and correctly addressed; or

(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(6) Oral notice shall be effective when communicated, if communicated in a comprehensible manner.

(7) If KRS 273.161 to 273.390 prescribe notice requirements for particular circumstances, those requirements shall govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of KRS 273.161 to 273.390, those requirements shall govern.

Effective: June 24, 2015

History: Created 2015 Ky. Acts ch. 34, sec. 66, effective June 24, 2015.

KRS 273.163 Applicability.

(1) The provisions of KRS 273.161 to 273.390 relating to domestic corporations shall apply to:

(a) All corporations organized hereunder; and

(b) All nonprofit corporations heretofore organized under any act repealed by 1968 Acts, ch. 165, for a purpose or purposes for which a corporation might be organized under KRS 273.161 to 273.390.

(2) The provisions of KRS 273.161 to 273.390 relating to foreign corporations shall apply to all foreign nonprofit corporations conducting affairs in this state for a purpose or purposes for which a corporation might be organized under KRS 273.161 to 273.390.

History: Created 1968 Ky. Acts ch. 165, sec. 3.

KRS 273.167 Purposes for which nonprofit corporations may be organized under KRS 273.161 to 273.390.

Except as otherwise prohibited by law, corporations may be organized under KRS 273.161 to 273.390 for any lawful purpose or purposes, including without being limited to any one (1) or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; governmental; religious; social; recreational; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association.

Effective: July 14, 2018

History: Amended 2018 Ky. Acts ch. 193, sec. 1, effective July 14, 2018. -- Created 1968 Ky. Acts ch. 165, sec. 4.

KRS 273.170 Articles of incorporation.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 2.

KRS 273.171 General powers.

Each corporation shall have power:

(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.

(2) To sue and be sued, complain and defend, in its corporate name.

(3) To have a corporate seal and alter it at pleasure, provided, however, that the presence or absence of a corporate seal on or from a writing shall neither add to nor detract from the legality thereof nor affect its validity in any manner or respect.

(4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.

(5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

(6) To lend money to its employees, other than its officers and directors, and otherwise assist its employees, officers and directors.

(7) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.

(8) To make contracts and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.

(9) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

(10) To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by KRS 273.161 to 273.390 in any state, territory, district, or possession of the United States, or in any foreign country.

(11) To elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation.

(12) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation.

(13) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes; and in time of war to make donations in aid of war activities.

(14) To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation; and to make any other indemnification that shall be authorized by the articles of incorporation or bylaws, or resolution adopted after notice to the members entitled to vote.

(15) To pay pensions and establish pension plans or pension trusts for any or all of its directors, officers and employees.

(16) To cease its corporate activities and surrender its corporate franchise.

(17) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 179, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 5.

KRS 273.172 Powers of Secretary of State.

The Secretary of State shall have the power reasonably necessary to perform the duties required of him by this chapter.

Effective: January 1, 1989

History: Created 1988 Ky. Acts ch. 23, sec. 219, effective January 1, 1989.

KRS 273.173 Defense of ultra vires.

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:

(1) In a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.

(2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority.

(3) In a proceeding by the Attorney General, as provided in KRS 273.161 to 273.390, to dissolve the corporation, or in a proceeding by the Attorney General to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the Attorney General.

History: Created 1968 Ky. Acts ch. 165, sec. 6.

KRS 273.177 Corporate name.

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

Effective: January 1, 2011

History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 80, effective July 15, 2010; and repealed, reenacted, and amended ch. 151, sec. 60, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 80, effective June 26, 2007. -- Amended 2006 Ky. Acts ch. 149, sec. 228, effective July 12, 2006. -- Amended 1988 Ky. Acts ch. 23, sec. 196, effective January 1, 1989. -- Amended 1980 Ky. Acts ch. 294, sec. 5, effective July 15, 1980. -- Amended 1976 Ky. Acts ch. 27, sec. 2. -- Created 1968 Ky. Acts ch. 165, sec. 7.

Legislative Research Commission note (editorial, not part of the statute): Note (1/1/2011). This section was repealed, reenacted, and amended by 2010 Ky. Acts ch. 151, and repealed and reenacted by 2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict, therefore, they have been codified together. 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."

KRS 273.178 Reserved name.repealed

Repealed, 2011.

History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 81, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 81, effective June 26, 2007. -- Amended 1988 Ky. Acts ch. 23, sec. 220, effective January 1, 1989.

KRS 273.179 Registered name.repealed

Repealed, 2011.

History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 82, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 82, effective June 26, 2007. -- Amended 1988 Ky. Acts ch. 23, sec. 221, effective January 1, 1989.

KRS 273.180 Corporate name.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 3.

KRS 273.181 Registered office -- Agent for service of process.repealed

Repealed, effective January 1, 1989.

History: Repealed 1988 Ky. Acts ch. 23, sec. 284, effective January 1, 1989. -- Amended 1980 Ky. Acts ch. 294, sec. 6, effective July 15, 1980. -- Amended 1976 Ky. Acts ch. 27, sec. 7. -- Created 1968 Ky. Acts ch. 165, sec. 8.

KRS 273.182 Registered office and registered agent.

Each corporation shall continuously maintain in this state a registered office and a registered agent that comply with KRS 14A.4-010.

Effective: January 1, 2011

History: Repealed, reenacted, and amended 2010 Ky. Acts ch. 151, sec. 61, effective January 1, 2011. -- Amended 1998 Ky. Acts ch. 341, sec. 12, effective July 15, 1998. -- Created 1988 Ky. Acts ch. 23, sec. 222, effective January 1, 1989.

KRS 273.183 Service of process on corporation.repealed

Repealed, effective January 1, 1989.

History: Repealed 1988 Ky. Acts ch. 23, sec. 248, effective January 1, 1989. -- Amended 1980 Ky. Acts ch. 114, sec. 63. -- Amended 1974 Ky. Acts ch. 315, sec. 41. -- Created 1968 Ky. Acts ch. 165, sec. 9.

KRS 273.184 Change of registered office or registered agent.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 223, effective January 1, 1989.

KRS 273.1841 Resignation of registered agent.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 224, effective January 1, 1989.

KRS 273.1842 Statement of change of principal office.

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

Effective: January 1, 2011

History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 3, effective July 15, 2010; and ch. 151, sec. 62, effective January 1, 2011. -- Created 2007 Ky. Acts ch. 137, sec. 3, effective June 26, 2007.

Legislative Research Commission note (editorial, not part of the statute): Note (1/1/2011). This section was repealed and reenacted without change to the existing language by 2010 Ky. Acts ch. 51, effective 7/15/10, and repealed and reenacted with the new language by 2010 Ky. Acts ch. 151, effective 1/1/2011. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment by ch. 51 not serve to void amendments made by other bills, and these Acts do not appear to be in conflict, therefore, they have been codified together. 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."

KRS 273.185 Service on corporation.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 225, effective January 1, 1989.

KRS 273.187 Members.

(1) A corporation may have one (1) or more classes of members or may have no members. If the corporation has one (1) or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set forth in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership therein.

(2) Unless otherwise provided in the articles of incorporation, a director, officer, employee, or member of a corporation shall not be personally liable for the acts or debts of the corporation, except that the member may become personally liable by reason of his or her own acts or conduct.

Effective: July 15, 2010

History: Amended 2010 Ky. Acts ch. 133, sec. 15, effective July 15, 2010. -- Created 1968 Ky. Acts ch. 165, sec. 10.

KRS 273.190 Filing and recording of articles; issuance of certificate of incorporation; fees.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 4.

KRS 273.191 Bylaws.

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.

History: Created 1968 Ky. Acts ch. 165, sec. 11.

KRS 273.193 Meetings of members.

(1) Meetings of members may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state.

(2) An annual meeting of the members shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

(3) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth (1/20) of the votes entitled to be cast at such meeting.

History: Created 1968 Ky. Acts ch. 165, sec. 12.

KRS 273.195 Remote communication.

(1) If the board of directors is authorized to determine the place of an annual or special meeting of members, the board of directors, in its sole discretion, may determine that the meeting shall not be held at any place but shall instead be held solely by means of remote communication under subsection (2) of this section.

(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, members and proxy holders not physically present at a meeting of members may by means of remote communication:

(a) Participate in a meeting of members; and

(b) Be deemed present in person and vote at a meeting of members, whether such meeting is to be held at a designated place or solely by means of remote communication, if:

1. The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member or proxy holder;

2. The corporation implements reasonable measures to provide members and proxy holders referred to in subparagraph 1. of this paragraph a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and

3. The corporation records any vote or other action taken at the meeting by a member or proxy holder by means of remote communication. The corporation shall maintain as a record the recorded vote or other action taken.

Effective: June 24, 2015

History: Created 2015 Ky. Acts ch. 34, sec. 74, effective June 24, 2015.

KRS 273.197 Notice of members' meetings.

Unless otherwise provided in the articles of incorporation or the bylaws, notice stating the place, day and hour of meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than thirty- five (35) days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting.

Effective: June 24, 2015

History: Amended 2015 Ky. Acts ch. 34, sec. 69, effective June 24, 2015. -- Created 1968 Ky. Acts ch. 165, sec. 13.

KRS 273.200 Beginning of corporate existence; who constitute corporation; validity and effect of various papers.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 5.

KRS 273.201 Voting.

(1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote of members.

(2) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.

(3) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one (1) candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates.

(4) If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.

History: Created 1968 Ky. Acts ch. 165, sec. 14.

KRS 273.203 Quorum.

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth (1/10) of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by KRS 273.161 to 273.390, the articles of incorporation or the bylaws.

History: Created 1968 Ky. Acts ch. 165, sec. 15.

KRS 273.207 Board of directors -- Qualifications.

(1) The affairs of a corporation shall be managed by a board of directors. Except as provided in subsection (2) of this section, directors need not be residents of this state or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.

(2) The members of the board of directors of a fire department organized under this chapter shall be residents of the geographic area served by the corporation. A vacancy shall be declared to exist if a member no longer resides within the geographic area served by the corporation at any time during his or her term of office.

Effective: April 10, 2026

History: Amended 2026 Ky. Acts ch. 90, sec. 6, effective April 10, 2026; and ch. 91, sec. 6, effective April 10, 2026. -- Created 1968 Ky. Acts ch. 165, sec. 16.

Legislative Research Commission note (editorial, not part of the statute): Note (4/10/2026). 2026 Ky. Acts ch. 90, sec. 7, and ch. 91, sec. 7, each contain identical language providing that: "On the effective date of this section of this Act [April 10, 2026]: (1) A vacancy shall be declared to exist in the office of any board of trustees member serving under Section 5 of this Act [KRS 75.031] who does not qualify under subsection (1)(a)2. of Section 5 of this Act [KRS 75.031], and the vacancy shall be filled in accordance with Section 5 of this Act [KRS 75.031]; and (2) A vacancy shall be declared to exist in the office of any board of director member serving under Section 6 of this Act [this statute] who does not personally reside in the geographic area served by the corporation, and the vacancy shall be filled in accordance with KRS 273.213." Note (4/10/2026). This statute was amended by 2026 Ky. Acts chs. 90 and 91, which are identical and have been codified together.

KRS 273.210 Corporate powers.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 6.

KRS 273.211 Number and election or appointment of directors -- Classes -- Terms -- Removal.

(1)

(a) The board of directors shall consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws, except as to the number of the first board of directors which shall be fixed by the articles of incorporation.

(b) The articles of incorporation or bylaws may establish a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed by the board of directors, within the minimum and maximum, in the manner provided in the articles of incorporation or the bylaws.

(c) No decrease in number shall have the effect of shortening the term of any incumbent director.

(2) The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one (1) year, and until his successor is elected and has accepted his election.

(3) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor shall have been elected or appointed and qualified.

(4) A director may be removed from office pursuant to any removal procedure provided in the articles of incorporation or bylaws.

(5) Every director of a corporation, by acceptance of election or appointment as a director, including by service, shall be deemed to have consented to the jurisdiction of the courts of the Commonwealth of Kentucky for any action by, in the name of, or on behalf of the corporation.

Effective: July 14, 2018

History: Amended 2018 Ky. Acts ch. 193, sec. 2, effective July 14, 2018. -- Amended 2012 Ky. Acts ch. 81, sec. 100, effective July 12, 2012. -- Created 1968 Ky. Acts ch. 165, sec. 17.

KRS 273.213 Vacancies.

(1) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control.

(2) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office.

History: Created 1968 Ky. Acts ch. 165, sec. 18.

KRS 273.215 General standards for directors.

(1) A director of a nonprofit corporation subject to the provisions of KRS 273.161 to 273.387 shall discharge his duties as a director, including his duties as a member of a committee:

(a) In good faith;

(b) On an informed basis; and

(c) In a manner he honestly believes to be in the best interests of the corporation.

(2) Such director shall be considered to discharge his duties on an informed basis if he makes, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, inquiry into the business and affairs of the corporations, or into a particular action to be taken or decision to be made.

(3) In discharging his duties such director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One (1) or more officers or employees of the corporation whom the director honestly believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the director honestly believes are within the person's professional or expert competence; or

(c) A committee of the board of directors of which he is not a member if the director honestly believes the committee merits confidence.

(4) A director of a nonprofit corporation shall not be considered to act in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (3) of this section unwarranted.

(5) In addition to any other limitation on such director's liability for monetary damages contained in any provision of the corporation's articles of incorporation adopted in accordance with the provisions of KRS 273.248, any action taken as a director, or any failure to take any action as a director, shall not be the basis for monetary damages or injunctive relief unless:

(a) The director has breached or failed to perform the duties of the director's office in compliance with this section; and

(b) In the case of an action for monetary damages, the breach or failure to perform constitutes willful misconduct or wanton or reckless disregard for human rights, safety or property.

(6) A person bringing an action for monetary damages under this section shall have the burden of proving by clear and convincing evidence the provisions of subsection (5)(a) and (b) of this section, and the burden of proving that the breach or failure to perform was the legal cause of the damages suffered.

(7) Nothing in this section shall eliminate or limit the liability of any director for any act or omission occurring prior to July 15, 1988.

Effective: July 15, 1988

History: Amended 1988 Ky. Acts ch. 224, sec. 12, effective July 15, 1988. -- Created 1988 Ky. Acts ch. 23, sec. 245, effective January 1, 1989.

Legislative Research Commission note (editorial, not part of the statute): Note. This section was created by two 1988 Acts which do not appear to be in conflict and have been compiled together.

KRS 273.217 Quorum of directors -- Prohibition on director voting by proxy.

(1) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws.

(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously communicate with each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

(3) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by KRS 273.161 to 273.390, the articles of incorporation or the bylaws.

(4) Irrespective of whether or not the corporation has members, a director may not vote by proxy.

Effective: July 14, 2018

History: Amended 2018 Ky. Acts ch. 193, sec. 6, effective July 14, 2018. -- Amended 2015 Ky. Acts ch. 34, sec. 70, effective June 24, 2015. -- Created 1968 Ky. Acts ch. 165, sec. 19.

KRS 273.219 Conflict-of-interest transaction.

(1) A conflict-of-interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict-of-interest transaction shall not be the subject of equitable relief on the ground of the director's interest in the transaction if:

(a) The material facts of the transaction and the director's interest were disclosed or known to the board of directors, or a committee of the board duly constituted under KRS 273.221, and the board of directors or the committee authorized, approved, or ratified the transaction; or

(b) The transaction was fair to the corporation.

(2) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(a) Another entity in which he or she has a material financial interest is a party to the transaction; or

(b) Another entity of which he or she is a director, officer, general partner, manager, trustee, or person in a similar position is a party to the transaction, and the transaction is or should be considered by the board of directors of the corporation.

(3) For purposes of subsections (1)(a) and (2)(b) of this section, director authorization, approval, or ratification is effective if done by a majority vote of the directors who do not have a direct or indirect interest in the transaction within the meaning of this section, even if the majority is less than a quorum, but a transaction may not be authorized, approved, or ratified by a single director. Director authorization may be delegated to a committee under KRS 273.221, provided that no director appointed to the committee has a direct or indirect interest within the meaning of this section. Director action under this section shall be done by a higher number than a majority, if the articles of incorporation or bylaws so provide.

(4) For purposes of subsection (1) of this section, a director who has a direct or indirect interest in a transaction with the corporation shall bear the burden of proving that the transaction was fair to the corporation.

Effective: July 14, 2018

History: Repealed and reenacted 2018 Ky. Acts ch. 193, sec. 5, effective July 14, 2018. -- Created 1988 Ky. Acts ch. 224, sec. 13, effective July 15, 1988.

KRS 273.220 Limitations on business and holding of real estate.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 7.

KRS 273.221 Committees of the board -- Advisory committees.

(1) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one (1) or more committees of the board and appoint directors to serve on the committee or committees. Each committee shall have two (2) or more directors, and all committee members shall serve at the pleasure of the board of directors. The board may delegate to one (1) or more directors the authority to appoint or remove the members of the committee. An individual who is not a director may serve on a committee of the board, but may not vote on any matter that binds the corporation.

(2) To the extent specified by the board of directors or in the articles of incorporation or bylaws, a committee may exercise the powers of the board of directors under this chapter, except as limited by subsection (3) of this section.

(3) A committee shall not:

(a) Authorize distributions;

(b) In the case of a membership corporation, authorize the repurchase or redemption of a member's membership in the corporation;

(c) In the case of a membership corporation, authorize or propose to members any action that this chapter requires be approved by members;

(d) Fill vacancies on the board of directors;

(e) Adopt, amend, or repeal bylaws;

(f) Elect, appoint, or remove any officer of the corporation;

(g) Establish a board committee or establish or alter the manner in which committee members are appointed to these committees;

(h) Amend or restate articles of incorporation;

(i) Adopt a plan of merger or consolidation;

(j) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation;

(k) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor; or

(l) Amend, alter, or repeal any resolution of the board of directors.

(4) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one (1) or more advisory committees, whose members need not be directors. The board of directors may appoint and remove, or may designate any director or officer of the corporation to appoint and remove, the members of an advisory committee. An advisory committee may not act on behalf of the corporation or bind the corporation to any action but may make recommendations to the board of directors, to any board committee, or to the officers of the corporation.

(5) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in KRS 273.215.

Effective: July 14, 2018

History: Repealed and reenacted 2018 Ky. Acts ch. 193, sec. 3, effective July 14, 2018. -- Created 1968 Ky. Acts ch. 165, sec. 20.

KRS 273.223 Place and notice of directors' meetings.

(1) Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. If the bylaws are silent as to the required notice of a meeting of the board of directors, meetings of the board of directors shall be preceded by at least two (2) days notice of the time, date, and place of the meeting.

(2) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors needs to be specified in the notice or waiver of notice of such meeting.

(3) Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

(4) The Circuit Court for the county where a corporation's principal office or, if there is none in this state, its registered office is located may order a special meeting of the board of directors on the application of one-third (1/3) or more of the incumbent directors. The court may fix the time and place of the meeting, prescribe the form and content of the meeting notice, and enter such other orders as are necessary to accomplish the purpose of the meeting.

Effective: June 24, 2015

History: Amended 2015 Ky. Acts ch. 34, sec. 71, effective June 24, 2015. -- Amended 2010 Ky. Acts ch. 133, sec. 16, effective July 15, 2010. -- Created 1968 Ky. Acts ch. 165, sec. 21.

KRS 273.227 Officers.

(1) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(2) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.

(3) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

(4) The same individual may simultaneously hold more than one (1) office in a corporation.

(5) Each officer shall be elected or appointed at such time and in such manner and for such terms not exceeding three (3) years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors.

(6) The articles of incorporation or the bylaws may provide that any one (1) or more officers of the corporation shall be ex officio members of the board of directors.

(7) Every officer of a corporation, by acceptance of election or appointment as an officer, including by service, shall be deemed to have consented to the jurisdiction of the courts of the Commonwealth of Kentucky for any action by, in the name of, or on behalf of the corporation.

Effective: June 24, 2015

History: Amended 2015 Ky. Acts ch. 34, sec. 51, effective June 24, 2015. -- Amended 2012 Ky. Acts ch. 81, sec. 101, effective July 12, 2012. -- Amended 1988 Ky. Acts ch. 23, sec. 197, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 22.

KRS 273.228 Authority of officers.

Each officer shall have the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

Effective: January 1, 1989

History: Created 1988 Ky. Acts ch. 23, sec. 226, effective January 1, 1989.

KRS 273.229 Standards of conduct for officers.

(1) An officer of a nonprofit corporation subject to the provisions of KRS 273.161 to 273.387, with discretionary authority, shall discharge his duties under that authority:

(a) In good faith;

(b) On an informed basis; and

(c) In a manner he honestly believes to be in the best interests of the corporation.

(2) Such officer shall be considered to discharge his duties on an informed basis if he makes, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, inquiry into the business and affairs of the corporation, or into a particular action to be taken or decision to be made.

(3) In discharging his duties such officer shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One (1) or more officers or employees of the corporation whom the officer honestly believes to be reliable and competent in the matters presented; or

(b) Legal counsel, public accountants, or other persons as to matters the officer honestly believes are within the person's professional or expert competence.

(4) An officer shall not be considered to act in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (3) of this section unwarranted.

(5) Any action taken as an officer, or any failure to take any action as an officer, shall not be the basis for monetary damages or injunctive relief unless:

(a) The officer has breached or failed to perform his duties in compliance with this section; and

(b) In the case of an action for monetary damages, the breach or failure to perform constitutes willful misconduct or wanton or reckless disregard for human rights, safety or property.

(6) A person bringing an action for monetary damages under this section shall have the burden of proving by clear and convincing evidence the provisions of subsections (5)(a) and (b) of this section, and the burden of proving that the breach or failure to perform was the legal cause of the damages suffered.

(7) Nothing in this section shall eliminate or limit the liability of any officer for any act or omission occurring prior to July 15, 1988.

Effective: July 15, 1988

History: Created 1988 Ky. Acts ch. 224, sec. 14, effective July 15, 1988.

KRS 273.230 Bylaws.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 8.

KRS 273.231 Removal of officers.

Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

History: Created 1968 Ky. Acts ch. 165, sec. 23.

KRS 273.233 Books and records.

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected and copied by any member, or the member's agent or attorney, for any proper purpose at any reasonable time. The member's right of inspection may be abolished or limited by the corporation's articles of incorporation or bylaws.

Effective: July 14, 2018

History: Amended 2018 Ky. Acts ch. 193, sec. 7, effective July 14, 2018. -- Amended 2010 Ky. Acts ch. 133, sec. 17, effective July 15, 2010. -- Created 1968 Ky. Acts ch. 165, sec. 24.

KRS 273.237 Shares of stock and dividends prohibited -- Permissible expenditures.

(1) A corporation shall not have or issue shares of stock. Except as authorized by subsection (2) of this section, no dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors, or officers.

(2) A corporation may:

(a) Pay reasonable compensation to its members, directors, or officers for services rendered to the corporation;

(b) Reimburse reasonable expenses to its members, directors, or officers in connection with services rendered to the corporation;

(c) Confer benefits upon its members in conformity with its purposes;

(d) Apply income or profit so as to reduce or eliminate dues, fees, or contributions that otherwise would be payable to the corporation by its members;

(e) Make distributions, subject to subsection (3) of this section, upon dissolution or final liquidation to its members as permitted by KRS 273.161 to 273.390, and no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income or profit;

(f) Make distributions, subject to subsection (3) of this section, to any entity:

1. That is exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section; or

2. That is a state, a possession of the United States, or any political subdivision of a state or a possession of the United States, or the United States or the District of Columbia, but only if the distribution under this subparagraph is made exclusively for public purposes; and

(g) Make distributions, subject to subsection (3) of this section and only by a corporation other than a charitable or religious corporation to purchase its memberships.

(3) A corporation shall not make any distribution under subsection (2)(e), (f), or (g) of this section if at the time of, or as a result of, the distribution:

(a) The corporation would not be able to pay its debts as they become due in the usual course of business; or

(b) The corporation's total assets would be less than the sum of its total liabilities.

Effective: July 14, 2018

History: Repealed, reenacted, and amended 2018 Ky. Acts ch. 193, sec. 4, effective July 14, 2018. -- Created 1968 Ky. Acts ch. 165, sec. 25.

KRS 273.240 Membership; rights of members.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 9.

KRS 273.241 Loans to directors and officers prohibited.

No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.

History: Created 1968 Ky. Acts ch. 165, sec. 26.

KRS 273.243 Incorporators.

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.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 198, effective January 1, 1989. -- Amended 1976 Ky. Acts ch. 27, sec. 3. -- Created 1968 Ky. Acts ch. 165, sec. 27.

KRS 273.247 Articles of incorporation.

(1) The articles of incorporation shall set forth:

(a) The name of the corporation that satisfies the requirements of KRS 14A.3- 010;

(b) The purpose or purposes for which the corporation is organized;

(c) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets or dissolution or final liquidation;

(d) The corporation's initial registered office and initial registered agent that satisfy the requirements of KRS 14A.4-010;

(e) The mailing address of the corporation's principal office;

(f) The number of directors constituting the initial board of directors, and the names and mailing addresses of the persons who are to serve as the initial directors; and

(g) The name and mailing address of each incorporator.

(2) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in KRS 273.163 to 273.387.

(3) Unless its articles of incorporation provide otherwise, every corporation shall be presumed to have perpetual duration and succession in its corporate name.

(4) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, when a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

(5) Unless the registered agent signs the articles, the corporation shall deliver with the articles of incorporation the registered agent's written consent to the appointment.

Effective: January 1, 2011

History: Amended 2010 Ky. Acts ch. 151, sec. 63, effective January 1, 2011. -- Amended 1998 Ky. Acts ch. 341, sec. 13, effective July 15, 1998. -- Amended 1988 Ky. Acts ch. 23, sec. 199, effective January 1, 1989. -- Amended 1986 Ky. Acts ch. 202, sec. 8, effective March 28, 1986. -- Created 1968 Ky. Acts ch. 165, sec. 28.

Legislative Research Commission note (editorial, not part of the statute): Note. An amendment to this section was included in 1976 HB 26 (ch. 27) as originally introduced. The amended language, however, was deleted by floor amendment, but the section was not deleted from the act.

KRS 273.248 Articles of incorporation -- Limitation of director liability.

The articles of incorporation of a nonprofit corporation subject to the provisions of KRS 273.161 to 273.387 may set forth:

(1) A provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of his duties as a director, provided that such provision shall not eliminate or limit the liability of a director:

(a) For any transaction in which the director's personal financial interest is in conflict with the financial interests of the corporation;

(b) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law; or

(c) For any transaction from which the director derived an improper personal benefit.

(2) No such provision shall eliminate or limit the liability of any director for any act or omissions occurring prior to the date when such provision becomes effective. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS 273.215.

Effective: July 15, 1988

History: Created 1988 Ky. Acts ch. 224, sec. 11, effective July 15, 1988.

KRS 273.250 Members not liable for debts.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 10.

KRS 273.251 Filing of articles -- Certificate of incorporation.repealed

Repealed, effective January 1,1989.

History: Repealed 1988 Ky. Acts ch. 23, sec. 248, effective January 1, 1989. -- Amended 1978 Ky. Acts ch. 384, sec. 449, effective June 17, 1978. -- Amended 1976 Ky. Acts ch. 27, sec. 8. -- Created 1968 Ky. Acts ch. 165, sec. 29.

KRS 273.252 Filing requirements.

Each document delivered by a domestic or foreign corporation to the Secretary of State for filing shall satisfy the requirements of KRS 14A.2-010 to 14A.2-150.

Effective: January 1, 2011

History: Repealed and reenacted 2010 Ky. Acts ch. 151, sec. 64, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 210, effective January 1, 1989.

KRS 273.2521 Forms.repealed

Repealed, 2011.

History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 84, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 84, effective June 26, 2007. -- Amended 1998 Ky. Acts ch. 341, sec. 14, effective July 15, 1998. -- Created 1988 Ky. Acts ch. 23, sec. 211, effective January 1, 1989.

KRS 273.2522 Effective time and date of document.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 212, effective January 1, 1989.

KRS 273.2523 Correcting filed document.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 213, effective January 1, 1989.

KRS 273.2524 Filing duty of Secretary of State.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 214, effective January 1, 1989.

KRS 273.2525 Appeal from Secretary of State's refusal to file document.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 215, effective January 1, 1989.

KRS 273.2526 Evidentiary effect of filed document.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 216, effective January 1, 1989.

KRS 273.2527 Certificate of existence.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 217, effective January 1, 1989.

KRS 273.2528 Penalty for signing false document.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 218, effective January 1, 1989.

KRS 273.253 Incorporation.

Upon the filing of articles of incorporation with the Secretary of State, the corporate existence shall begin, and such filing shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under KRS 273.161 to 273.390, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 200, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 30.

KRS 273.2531 Incorporation.

(1) Unless a delayed effective date is specified, the corporate existence shall begin when the articles of incorporation are filed with the Secretary of State.

(2) The Secretary of State's filing of the articles of incorporation shall be conclusive proof that the incorporators satisfied all conditions precedent to incorporation, except in proceedings by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

Effective: January 1, 1989

History: Created 1988 Ky. Acts ch. 23, sec. 227, effective January 1, 1989.

KRS 273.257 Organization of corporation.

(1) After the filing of articles of incorporation, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three (3) days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.

(2) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three (3) days' notice, for such purposes as shall be stated in the notice of the meeting.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 201, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 31.

KRS 273.260 Amendment of articles.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 11.

KRS 273.261 Right to amend articles of incorporation.

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under KRS 273.161 to 273.390.

History: Created 1968 Ky. Acts ch. 165, sec. 32.

KRS 273.263 Procedure to amend articles of incorporation.

Amendments to the articles of incorporation shall be made in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(3) Any number of amendments may be submitted and voted upon at any one (1) meeting.

(4) Proposed amendments may be incorporated into restated articles of incorporation which contain a statement that except for the designated amendment the restated articles of incorporation currently set forth, without change, the corresponding provisions of the articles of incorporation as theretofore amended, and that the restated articles of incorporation together with the designated amendment supersede the original articles of incorporation and all amendments thereto.

Effective: July 15, 1980

History: Amended 1980 Ky. Acts ch. 294, sec. 7, effective July 15, 1980. -- Created 1968 Ky. Acts ch. 165, sec. 33.

KRS 273.267 Articles of amendment.

A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment that satisfy KRS 14A.2-010 to 14A.2-150 setting forth:

(1) The name of the corporation.

(2) The amendment so adopted.

(3) If there are members entitled to vote thereon, (a) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

(4) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.

Effective: January 1, 2011

History: Amended 2010 Ky. Acts ch. 151, sec. 65, effective January 1, 2011. -- Amended 1988 Ky. Acts ch. 23, sec. 202, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 34.

KRS 273.270 Process agent.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 12.

KRS 273.271 Recording of articles of amendment -- Certificate of amendment.repealed

Repealed, effective January 1, 1989.

History: Repealed 1988 Ky. Acts ch. 23, sec. 248, effective January 1, 1989. -- Amended 1978 Ky. Acts ch. 384, sec. 451, effective June 17, 1978. -- Amended 1976 Ky. Acts ch. 27, sec. 10. -- Created 1968 Ky. Acts ch. 165, sec. 35.

KRS 273.273 Restated articles of incorporation.

(1) A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the following manner:

(a) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting.

(b) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. If the meeting be an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of such annual meeting.

(c) At such meeting a vote of the members entitled to vote thereon shall be taken on the proposed restated articles, which shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote thereon present at such meeting or represented by proxy.

(d) If there are no members, or no members entitled to vote thereon, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.

(2) Upon such approval, restated articles of incorporation shall be delivered to the Secretary of State for filing and shall set forth:

(a) The name of the corporation.

(b) The purpose or purposes which the corporation is authorized to pursue.

(c) Any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as theretofore amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators.

(3) The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as theretofore amended, that they have been duly adopted as required by law and that they supersede the original articles of incorporation and all amendments thereto.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 203, effective January 1, 1989. -- Amended 1978 Ky. Acts ch. 384, sec. 451, effective June 17, 1978. -- Amended 1976 Ky. Acts ch. 27, sec. 10. -- Created 1968 Ky. Acts ch. 165, sec. 36.

KRS 273.277 Procedure for merger.

Any two (2) or more domestic corporations or a domestic corporation and a limited liability company may merge into one (1) of such corporations pursuant to a plan of merger approved in the manner provided in KRS 273.161 to 273.390. Each corporation or limited liability company shall adopt a plan of merger setting forth:

(1) The names of the corporations or limited liability companies proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.

(2) The terms and conditions of the proposed merger.

(3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.

(4) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

Effective: June 27, 2019

History: Amended 2019 Ky. Acts ch. 131, sec. 2, effective June 27, 2019. -- Created 1968 Ky. Acts ch. 165, sec. 37.

KRS 273.280 Dissolution.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 13.

KRS 273.281 Procedure for consolidation.

Any two (2) or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in KRS 273.161 to 273.390. Each corporation shall adopt a plan of consolidation setting forth:

(1) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.

(2) The terms and conditions of the proposed consolidation.

(3) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under KRS 273.161 to 273.390.

(4) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

History: Created 1968 Ky. Acts ch. 165, sec. 38.

KRS 273.283 Approval of merger or consolidation.

(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 directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at each such meeting or represented by proxy are entitled to cast.

(b) If any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.

(2) After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

History: Created 1968 Ky. Acts ch. 165, sec. 39.

KRS 273.287 Articles of merger or consolidation.

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 vote thereon, then as to each such corporation:

(a) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy were entitled to cast; or

(b) A statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and

(c) If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 204, effective January 1, 1989. -- Amended 1978 Ky. Acts ch. 384, sec. 452, effective June 17, 1978. -- Amended 1976 Ky. Acts ch. 27, sec. 11. -- Created 1968 Ky. Acts ch. 165, sec. 40.

KRS 273.290 Existing corporations subject to this law; exceptions.repealed

Repealed, 1968.

History: Repealed 1968 Ky. Acts ch. 165, sec. 70. -- Created 1948 Ky. Acts ch. 133, sec. 14.

KRS 273.291 Effect of merger or consolidation.

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, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.

(2) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.

(3) Such surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under KRS 273.161 to 273.390.

(4) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.

(5) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.

(6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under KRS 273.161 to 273.390 shall be deemed to be the articles of incorporation of the new corporation.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 205, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 41.

KRS 273.293 Merger or consolidation of domestic and foreign corporations and limited 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) of such domestic corporations, or consolidated into a new corporation to be formed under KRS 273.161 to 273.390, provided that the foreign corporation or corporations are authorized by the laws of the government under which they were formed to effect such merger or consolidation. Each domestic corporation or limited liability company shall comply with the provisions of KRS 273.161 to 273.390 with respect to the merger or consolidation, as the case may be, of domestic corporations, limited liability companies and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized and of this state.

(2) After approval by the members, or if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

Effective: June 27, 2019

History: Amended 2019 Ky. Acts ch. 131, sec. 3, effective June 27, 2019. -- Created 1968 Ky. Acts ch. 165, sec. 42.

KRS 273.297 Sale, lease, exchange, mortgage, or pledge of assets.

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, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending such sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting, written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by KRS 273.161 to 273.390 for the giving of notice of meetings of members. At such meeting the members may authorize such sale, lease, exchange, mortgage, pledge or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange, mortgage, pledge or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

(2) If there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

History: Created 1968 Ky. Acts ch. 165, sec. 43.

KRS 273.300 Voluntary dissolution.

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 submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

(3) Upon the adoption of such resolution by the members, or by the board of directors if there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in KRS 273.161 to 273.390.

History: Created 1968 Ky. Acts ch. 165, sec. 44.

KRS 273.302 Effect of dissolution.

(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;

(c) Discharging or making provision for discharging its liabilities including, as appropriate, entering into agreements with creditors for the satisfaction thereof; and

(d) Doing every other act necessary to wind up and liquidate its business and affairs.

(2) Dissolution of a corporation shall not:

(a) Transfer title to the corporation's property;

(b) Subject its directors or officers to standards of conduct different from those prescribed in KRS 273.161 to 273.390;

(c) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;

(f) Terminate the authority of the registered agent of the corporation;

(g) Alter the obligations and responsibilities of the corporation as prescribed by applicable federal or state law with regard to the filing or examination of all federal and state tax returns or the payment, assessment, or collection of any federal or state tax due with respect to those returns; or

(h) Abate or suspend KRS 273.187(2).

Effective: June 24, 2015

History: Created 2015 Ky. Acts ch. 34, sec. 73, effective June 24, 2015.

KRS 273.303 Distribution of assets.

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 condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign nonprofit corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in KRS 273.161 to 273.390;

(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to such nonprofit societies, organizations or domestic or foreign corporations, as may be specified in a plan of distribution adopted as provided in KRS 273.161 to 273.390.

History: Amended 1974 Ky. Acts ch. 156, sec. 1. -- Created 1968 Ky. Acts ch. 165, sec. 45.

KRS 273.307 Plan of distribution.

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 for which KRS 273.161 to 273.390 requires a plan of distribution, in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

History: Created 1968 Ky. Acts ch. 165, sec. 46.

KRS 273.310 Revocation of voluntary dissolution proceedings.

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 adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one (1) of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in KRS 273.161 to 273.390 for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(3) Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 206, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 47.

KRS 273.313 Articles of dissolution.

(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 members entitled to vote thereon:

1. The number of votes entitled to be cast on the proposal to dissolve;

2. Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval; and

3. If voting by voting groups was required, the information required by this paragraph shall be separately provided for each voting group entitled to vote separately on the plan to dissolve;

(d) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office; and

(e) A copy of the plan of distribution as adopted by the corporation.

(2) The Secretary of State shall immediately forward one (1) of the exact or conformed copies of the articles of dissolution to the secretary of revenue.

(3) A corporation shall be dissolved upon the effective date of its articles of dissolution.

Effective: June 24, 2015

History: Amended 2015 Ky. Acts ch. 34, sec. 72, effective June 24, 2015. -- Amended 1988 Ky. Acts ch. 23, sec. 207, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 48.

KRS 273.317 Filing of articles of dissolution.repealed

Repealed, effective January 1, 1989.

History: Repealed 1988 Ky. Acts ch. 23, sec. 248, effective January 1, 1989. -- Amended 1978 Ky. Acts ch. 384, sec. 453, effective June 17. 1978. -- Amended 1976 Ky. Acts ch. 27, sec. 12. -- Created 1968 Ky. Acts ch. 165, sec. 49.

KRS 273.318 Grounds for administrative dissolution.repealed

Repealed, 2011.

History: Amended 2010 Ky. Acts ch. 133, sec. 18, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 228, effective January 1, 1989.

KRS 273.3181 Procedure for and effect of administrative dissolution.repealed

Repealed, 2011.

History: Amended 2010 Ky. Acts ch. 133, sec. 19, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 229, effective January 1, 1989.

KRS 273.3182 Reinstatement following administrative dissolution or revocation under prior law -- Amendment of articles of incorporation to extend or delete period of duration.repealed

Repealed, 2011.

History: Amended 2010 Ky. Acts ch. 133, sec. 20, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2005 Ky. Acts ch. 85, sec. 669, effective June 20, 2005. -- Amended 1998 Ky. Acts ch. 341, sec. 58, effective July 15, 1998. -- Amended 1992 Ky. Acts ch. 161, sec. 4, effective April 1, 1992. -- Created 1988 Ky. Acts ch. 23, sec. 230, effective January 1, 1989.

KRS 273.3183 Appeal from denial of reinstatement.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Amended 1992 Ky. Acts ch. 161, sec. 5, effective April 1, 1992. -- Created 1988 Ky. Acts ch. 23, sec. 231, effective January 1, 1989.

KRS 273.3184 Permissibility of merger of subsequent reincorporation with 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 reinstate the first corporation and merge the second corporation into the first corporation. The first corporation shall then be treated as if it had continuous and uninterrupted existence and that the administrative dissolution or revocation had never occurred.

Effective: April 1, 1992

History: Created 1992 Ky. Acts ch. 161, sec. 6, effective April 1, 1992.

KRS 273.320 Involuntary dissolution.

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 detrimental to the interest and welfare of the Commonwealth of Kentucky or its citizens; or

(2) The corporation procured its articles of incorporation through fraud; or

(3) The corporation has failed to file its annual report as required by KRS 14A.6-010; or

(4) The corporation has failed to appoint and maintain a registered agent in this state; or

(5) The corporation has failed after change of its registered agent to file in the office of the Secretary of State a statement of such change.

Effective: January 1, 2011

History: Amended 2010 Ky. Acts ch. 151, sec. 125, effective January 1, 2011. -- Amended 1988 Ky. Acts ch. 23, sec. 246, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 50.

KRS 273.323 Notification to Attorney General.

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 Secretary of State shall certify the name of a corporation to the Attorney General as having given any cause for dissolution, the Secretary of State shall concurrently mail to the corporation at its registered office a notice that such certification has been made. Upon the receipt of such certification, the Attorney General may file an action in the name of the state against such corporation for its dissolution. Every such certificate from the Secretary of State to the Attorney General pertaining to the failure of a corporation to file an annual report shall be taken and received in all courts as prima facie evidence of the facts therein stated. If, before action is filed, the corporation shall file its annual report, or shall appoint or maintain a registered agent as provided in KRS 273.161 to 273.390, or shall file with the Secretary of State the required statement of change of registered agent, such fact shall be forthwith certified by the Secretary of State to the Attorney General and he shall not file an action against such corporation for such cause. If, after action is filed, the corporation shall file its annual report, or shall appoint or maintain a registered agent as provided in KRS 273.161 to 273.390, or shall file with the Secretary of State the required statement of change of registered agent, and shall pay the costs of such action, the action for such cause shall abate.

Effective: January 1, 1989

History: Amended 1988 Ky. Acts ch. 23, sec. 208, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 51.

KRS 273.327 Venue and process.

(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 process is returned not found, the attorney general shall have the defendant constructively served as provided in CR 4.05, and shall cause publication to be made in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of such action, the title of the court, the title of the action, and the date on or after which default may be entered. The attorney general shall cause a copy of such notice to be mailed, by certified mail, return receipt requested, to the corporation at its registered office within ten (10) days after the first publication thereof. The certificate of the attorney general of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two (2) successive weeks, and the first publication thereof may begin at any time after the summons has been returned.

Effective: July 15, 1980

History: Amended 1980 Ky. Acts ch. 114, sec. 64, effective July 15, 1980. -- Amended 1974 Ky. Acts ch. 315, sec. 42. -- Created 1968 Ky. Acts ch. 165, sec. 52.

KRS 273.330 Jurisdiction of court to liquidate assets and affairs of corporation.

(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 corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights;

2. That the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent;

3. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two (2) years to elect successors to directors whose terms have expired or would have expired upon the election of their successors;

4. That the corporate assets are being misapplied or wasted; or

5. That the corporation is unable to carry out its purposes.

(b) In an action by a creditor:

1. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or

2. When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent.

(c) Upon application by a corporation to have its dissolution continued under the supervision of the court.

(d) When an action has been filed by the Attorney General to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.

(2) Proceedings under this section shall be brought in the Circuit Court in which the registered office or the principal office of the corporation is situated.

(3) It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally.

History: Created 1968 Ky. Acts ch. 165, sec. 53.

KRS 273.333 Procedure in liquidation of corporation by court.

(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 proceedings as may be requisite to preserve the corporate assets wherever situated, and to carry on the affairs of the corporation until a full hearing can be had.

(2) After a hearing had upon such notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation and, as appropriate, to enter into agreements with creditors for the satisfaction of the corporation's liabilities. Such liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing such liquidating receiver or receivers shall state their powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings.

(3) The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:

(a) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provisions shall be made therefor;

(b) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred or conveyed in accordance with such requirements;

(c) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one (1) or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court may direct;

(d) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or by the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others;

(e) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in KRS 273.161 to 273.390, or where no plan of distribution has been adopted, as the court may direct.

(4) The court shall have power to allow, from time to time, as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of such assets.

(5) A receiver of a corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and its property, wherever situated.

Effective: July 12, 2012

History: Amended 2012 Ky. Acts ch. 81, sec. 102, effective July 12, 2012. -- Created 1968 Ky. Acts ch. 165, sec. 54.

KRS 273.337 Qualifications of receivers.

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 as the court may direct with such sureties as the court may require.

History: Created 1968 Ky. Acts ch. 165, sec. 55.

KRS 273.340 Filing of claims in liquidation proceedings.

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 requires the filing of claims it shall fix a date, which shall be not less than four (4) months from the date of the order, as the last day for filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.

History: Created 1968 Ky. Acts ch. 165, sec. 56.

KRS 273.343 Discontinuance of liquidation proceedings.

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 redeliver to the corporation all its remaining property and assets.

History: Created 1968 Ky. Acts ch. 165, sec. 57.

KRS 273.347 Decree of involuntary dissolution.

(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 accordance with the provisions of KRS 273.161 to 273.390, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation.

(2) The clerk of the court shall cause a certified copy of a decree entered under subsection (1) of this section to be filed with the Secretary of State. No fee shall be charged by the Secretary of State for the filing thereof. The dissolution shall be effective upon the latter of the date of filing of the decree by the Secretary of State or such later date as is specified in the decree.

Effective: July 12, 2012

History: Amended 2012 Ky. Acts ch. 81, sec. 103, effective July 12, 2012. -- Created 1968 Ky. Acts ch. 165, sec. 58.

KRS 273.350 Repealed, 2012.Catchline at repeal: Filing of decree of dissolution.repealed

Repealed, 2012.Catchline at repeal: Filing of decree of dissolution.

History: Repealed 2012 Ky. Acts ch. 81, sec. 127, effective July 12, 2012. -- Created 1968 Ky. Acts ch. 165, sec. 59.

KRS 273.353 Deposits with State Treasurer.

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 cash and deposited with the State Treasurer and shall be paid over to such person or to his legal representative upon proof satisfactory to the State Treasurer of his right thereto.

History: Created 1968 Ky. Acts ch. 165, sec. 60.

KRS 273.357 Survival of remedy after dissolution.

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 impair any remedy available to or against the corporation, its directors, officers, or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding thereon is commenced within two (2) years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers may take corporate or other action appropriate to protect the remedy, right, or claim.

Effective: July 15, 1998

History: Amended 1998 Ky. Acts ch. 341, sec. 17, effective July 15, 1998. -- Amended 1988 Ky. Acts ch. 23, sec. 209, effective January 1, 1989. -- Created 1968 Ky. Acts ch. 165, sec. 61.

KRS 273.360 Admission of foreign corporations.repealed

Repealed, effective January 1, 1989.

History: Repealed 1988 Ky. Acts ch. 23, sec. 248, effective January 1, 1989. -- Amended 1976 Ky. Acts ch. 27, sec. 13. -- Created 1968 Ky. Acts ch. 165, sec. 62.

KRS 273.361 Application for certificate of authority.

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

Effective: January 1, 2011

History: Repealed and reenacted 2010 Ky. Acts ch. 151, sec. 66, effective January 1, 2011. -- Amended 1998 Ky. Acts ch. 341, sec. 15, effective July 15, 1998. -- Created 1988 Ky. Acts ch. 23, sec. 232, effective January 1, 1989.

KRS 273.3611 Amended certificate of authority.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 233, effective January 1, 1989.

KRS 273.3612 Effect of certificate of authority.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 234, effective January 1, 1989.

KRS 273.363 Applicability of service and withdrawal provisions of KRS Chapter 271B.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Amended 1988 Ky. Acts ch. 23, sec. 180, effective January 1, 1989. -- Amended 1978 Ky. Acts ch. 384, sec. 100, effective June 17, 1978. -- Created 1968 Ky. Acts ch. 165, sec. 63.

KRS 273.364 Corporate name of foreign corporation.repealed

Repealed, 2011.

History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 83, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 83, effective June 26, 2007. -- Amended 2006 Ky. Acts ch. 149, sec. 229, effective July 12, 2006. -- Created 1988 Ky. Acts ch. 23, sec. 235, effective January 1, 1989.

KRS 273.3641 Registered office and registered agent of foreign corporation.

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.

Effective: January 1, 2011

History: Amended 2010 Ky. Acts ch. 151, sec. 67, effective January 1, 2011. -- Amended 1998 Ky. Acts ch. 341, sec. 16, effective July 15, 1998. -- Created 1988 Ky. Acts ch. 23, sec. 236, effective January 1, 1989.

KRS 273.3642 Change of registered office or registered agent of foreign corporation.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 237, effective January 1, 1989.

KRS 273.3643 Resignation of registered agent of foreign corporation.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 238, effective January 1, 1989.

KRS 273.3644 Service on foreign corporation.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 239, effective January 1, 1989.

KRS 273.3645 Withdrawal of a foreign corporation.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 240, effective January 1, 1989.

KRS 273.3646 Grounds for revocation of certificate of authority of foreign corporation.repealed

Repealed, 2011.

History: Amended 2010 Ky. Acts ch. 133, sec. 21, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 241, effective January 1, 1989.

KRS 273.3647 Procedure for an effective revocation of certificate of authority of foreign corporation.repealed

Repealed, 2011.

History: Amended 2010 Ky. Acts ch. 133, sec. 22, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 242, effective January 1, 1989.

KRS 273.3648 Appeal from revocation.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 243, effective January 1, 1989.

KRS 273.367 Annual report of domestic and foreign corporations -- Reinstatement of certificate of incorporation.repealed

Repealed, effective January 1, 1989.

History: Repealed 1988 Ky. Acts ch. 23, sec. 248, effective January 1, 1989. -- Amended 1986 Ky. Acts ch. 202, sec. 9, effective March 28, 1986. -- Amended 1980 Ky. Acts ch. 294, sec. 8, effective July 15, 1980. -- Amended 1976 Ky. Acts ch. 27, secs. 1 and 4. -- Created 1968 Ky. Acts ch. 165, sec. 64.

KRS 273.3671 Annual report.

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

Effective: January 1, 2011

History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 85, effective July 15, 2010; amended ch. 133, sec. 23, effective July 15, 2010; and repealed and reenacted ch. 151, sec. 68, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 85, effective June 26, 2007. -- Created 1988 Ky. Acts ch. 23, sec. 244, effective January 1, 1989.

Legislative Research Commission note (editorial, not part of the statute): Note (7/15/2010). This section was amended by 2010 Ky. Acts ch. 133, and repealed and reenacted by 2010 Ky. Acts ch. 51, both effective 7/15/2010. Pursuant to Section 184 of Acts ch. 51, it was the intent of the General Assembly that the repeal and reenactment not serve to void the amendment, and these Acts do not appear to be in conflict; therefore, they have been codified together. Effective 1/1/2011, this section was also repealed and reenacted by the omnibus Kentucky Business Entity Filing Act, 2010 Ky. Acts ch. 151.

KRS 273.368 Filing and recording fees.

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, eight dollars ($8);

(4) Articles of merger or consolidation, eight dollars ($8);

(5) Articles of dissolution, five dollars ($5); and

(6) Any other statement or report of a foreign or domestic corporation, eight dollars ($8).

Effective: January 1, 2011

History: Amended 2010 Ky. Acts ch. 151, sec. 69, effective January 1, 2011. -- Amended 1998 Ky. Acts ch. 341, sec. 18, effective July 15, 1998. -- Amended 1986 Ky. Acts ch. 204, sec. 6, effective July 15, 1986. -- Amended 1980 Ky. Acts ch. 21, sec. 2, effective July 15, 1980. -- Amended 1978 Ky. Acts ch. 384, sec. 454, effective June 17, 1978. -- Created 1976 Ky. Acts ch. 27, sec. 15.

KRS 273.369 Charges collected by Secretary of State.repealed

Repealed, 2011.

History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Amended 1986 Ky. Acts ch. 204, sec. 7, effective July 15, 1986. -- Created 1976 Ky. Acts ch. 27, sec. 16.

KRS 273.370 Greater voting requirements.

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 273.390, the provisions of the articles of incorporation or bylaws shall control.

History: Created 1968 Ky. Acts ch. 165, sec. 65.

KRS 273.373 Waiver of notice.

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 entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

History: Created 1968 Ky. Acts ch. 165, sec. 66.

KRS 273.375 Director action without meeting.

(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 evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.

(2) Action taken under this section shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

(3) A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

Effective: June 24, 2015

History: Created 2015 Ky. Acts ch. 34, sec. 67, effective June 24, 2015.

Legislative Research Commission note (editorial, not part of the statute): Note (6/24/2015). This section was created in 2015 Ky. Acts ch. 34. At the time 2015 House Bill 440, which became 2015 Acts ch. 34, was drafted and initially reviewed, the Reviser of Statutes deleted several occurrences of the phrase, "as amended by Sections 66 through 85 of this Act." One occurrence of this phrase was inadvertently left in the bill as enacted. The Reviser of Statutes has removed this phrase under the authority of KRS 7.136.

KRS 273.377 Member action without meeting.

(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 of the members entitled to vote with respect to the subject matter thereof.

(2) The action taken under this section shall be evidenced by one (1) or more written consents describing the action taken, signed by the members taking the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(3) Action taken under this section shall be effective when consents representing the votes necessary to take the action under this section are delivered to the corporation, or upon delivery of the consents representing the necessary votes, as of a different date if specified in the consent.

(4) Any member giving a consent may revoke the consent by a writing received by the corporation prior to the time that consents representing the votes required to take the action under this section have been delivered to the corporation but may not do so thereafter.

(5) A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

Effective: June 24, 2015

History: Amended 2015 Ky. Acts ch. 34, sec. 75, effective June 24, 2015. -- Created 1968 Ky. Acts ch. 165, sec. 67.

KRS 273.380 Unauthorized assumption of corporate powers.

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.

History: Created 1968 Ky. Acts ch. 165, sec. 68.

KRS 273.382 Conversion of Chapter 271B corporation to corporation governed by KRS 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 be for all purposes the same entity that existed before the conversion.

(3) Upon the filing of amended and restated articles of incorporation satisfying the requirements of KRS 271B.10-010:

(a) All property and contract rights owned by, and all rights, privileges, and immunities of, the converting corporation shall remain vested in the converted corporation without assignment, reversion, or impairment;

(b) All obligations of the converting corporation shall continue as obligations of the converted corporation;

(c) An action or proceeding pending against the converting corporation may be continued as if the conversion had not taken place, and the name of the converted corporation may be substituted in any pending action or proceeding in the name of the converting corporation; and

(d) The corporation shall be a nonstock, nonprofit corporation governed by and subject to all of the limitations and requirements imposed by KRS 273.161 to 273.387.

(4) Nothing in this section shall authorize the conversion of a corporation organized under this chapter to a corporation organized under KRS Chapter 271B.

Effective: June 20, 2005

History: Created 2005 Ky. Acts ch. 182, sec. 10, effective June 20, 2005.

KRS 273.383 Limitations on business and holding of real estate -- Escheat procedure.repealed

Repealed, effective January 1,1989.

History: Repealed 1988 Ky. Acts ch. 23, sec. 248, effective January 1, 1989. -- Amended 1978 Ky. Acts ch. 384, sec. 576, effective June 17, 1978. -- Created 1968 Ky. Acts ch. 165, sec. 69.

KRS 273.387 Application of act to corporations in existence on June 30, 1968.

(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, and social nonstock, nonprofit corporations, or by special act, for a purpose or purposes for which a corporation might be formed under KRS 273.161 to 273.390.

(2) It shall not be necessary for any such existing corporation to amend its articles to set forth the provisions required by KRS 273.161 to 273.390 to be set forth in articles of incorporation.

(3) Such existing corporations shall have all the powers enumerated in KRS 273.171.

History: Created 1968 Ky. Acts ch. 165, sec. 71.

KRS 273.390 Title of law.

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

History: Created 1968 Ky. Acts ch. 165, sec. 1.

Source. Reproduced from the official text of the Kentucky Revised Statutes, the Kentucky Nonprofit Corporation Acts (KRS 273.161 to 273.390), as published by the Kentucky Legislative Research Commission and including enactments through the 2026 Regular Session. General information, not legal advice; the statutes are amended every session, so confirm the current text against the official source.

← Kentucky HOA laws All state laws →