Kentucky Revised Statutes
Includes enactments through the 2025 Regular Session
Chapter titles, centered headings, section catchlines, and explanatory notes are for informational purposes only and do not constitute any part of the law. For general laws governing construction of statutes, see KRS Chapter 446. %--span>
The KRS database was last updated on 07/08/2025 %--span>
.1-010 Title.
.1-200 Filing requirements.
.1-210 Repealed, 2011.
.1-220 Fees for filing documents and issuing certificates -- Miscellaneous charges.
.1-230 Repealed, 2011.
.1-240 Repealed, 2011.
.1-250 Repealed, 2011.
.1-260 Repealed, 2011.
.1-270 Repealed, 2011.
.1-280 Repealed, 2011.
.1-290 Penalty for signing false document.
.1-300 Powers.
.1-400 Definitions for chapter.
.1-410 Written or oral notice -- How given -- When effective.
.1-420 Number of shareholders.
.1-430 Independent legal significance.
.2-010 Incorporators.
.2-020 Articles of incorporation.
.2-030 Incorporation.
.2-040 Liability for preincorporation transactions.
.2-050 Organization of corporation.
.2-060 Bylaws.
.2-070 Emergency bylaws.
.3-010 Purposes.
.3-020 General powers.
.3-030 Emergency powers.
.3-040 Ultra vires.
.4-010 Corporate name.
.4-020 Repealed, 2011.
.4-030 Repealed, 2011.
.5-010 Registered office and registered agent -- Requirement for agent's written acceptance of appointment.
.5-020 Repealed, 2011.
.5-025 Statement of change of principal office.
.5-030 Repealed, 2011.
.5-040 Repealed, 2011.
.6-010 Authorized shares.
.6-020 Terms of class or series determined by board of directors -- Articles of amendment.
.6-030 Issued and outstanding shares.
.6-040 Fractional shares.
.6-200 Subscription of shares before incorporation.
.6-210 Issuance of shares.
.6-220 Liability of shareholders.
.6-230 Share dividends.
.6-240 Share options.
.6-250 Form and content of certificate.
.6-260 Shares without certificates -- Shares of a public benefit corporation.
.6-270 Restrictions on transfer or registration of shares or other securities.
.6-280 Expense of issue.
.6-300 Shareholders' preemptive rights.
.6-310 Corporation's acquisition of its own shares.
.6-400 Distributions to shareholders.
.7-010 Annual meeting.
.7-020 Special meeting.
.7-030 Court-ordered meeting.
.7-040 Action without meeting.
.7-050 Notice of meeting.
.7-060 Waiver of notice.
.7-070 Record date.
.7-080 Remote communication.
.7-200 Shareholders' list for meeting.
.7-210 Voting entitlement of shares.
.7-220 Proxies.
.7-230 Shares held by nominees.
.7-240 Corporation's acceptance of votes and persons authorized to vote shares.
.7-250 Quorum and voting requirements for voting groups.
.7-260 Action by single and multiple voting groups.
.7-270 Greater quorum or voting requirements.
.7-280 Voting for directors -- Cumulative voting.
.7-300 Voting trusts.
.7-310 Voting agreements.
.7-400 Procedure in derivative proceedings -- Shareholders of a public benefit corporation.
.8-010 Requirement for and duties of board of directors.
.8-020 Qualifications of directors.
.8-030 Number and election of directors.
.8-040 Election of directors by certain classes of shareholders.
.8-050 Terms of directors generally.
.8-060 Staggered terms for directors.
.8-070 Resignation of directors.
.8-080 Removal of directors by shareholders.
.8-100 Vacancy on board.
.8-110 Compensation of directors.
.8-200 Meetings.
.8-205 Court-ordered meeting.
.8-210 Action without meeting.
.8-220 Notice of meeting.
.8-230 Waiver of notice.
.8-240 Quorum and voting.
.8-250 Committees -- Powers -- Limitations -- Alternate members.
.8-300 General standards for directors -- Directors of a public benefit corporation.
.8-310 Director conflict of interest.
.8-320 Loans to directors.
.8-330 Liability for unlawful distributions.
.8-400 Required officers.
.8-410 Duties of officers.
.8-420 Standards of conduct for officers.
.8-430 Resignation and removal of officers.
.8-440 Contract rights of officers.
.8-500 Definitions for KRS 271B.8-510 to 271B.8-580.
.8-510 Authority to indemnify.
.8-520 Mandatory indemnification.
.8-530 Advance for expenses.
.8-540 Court-ordered indemnification.
.8-550 Determination and authorization of indemnification.
.8-560 Indemnification of officers, employees, and agents.
.8-570 Insurance.
.8-580 Application of KRS 271B.8-500 to 271B.8-580.
.10-010 Authority to amend -- Conversion to nonstock, nonprofit corporation.
.10-020 Amendment by board of directors.
.10-030 Amendment by board of directors and shareholders.
.10-040 Voting on amendments by voting groups.
.10-050 Amendment before issuance of shares.
.10-060 Articles of amendment.
.10-070 Restated articles of incorporation.
.10-080 Amendment pursuant to reorganization.
.10-090 Effect of amendment.
.10-200 Amendment by board of directors or shareholders.
.10-220 Bylaw increasing quorum or voting requirements for directors.
.11-010 Merger.
.11-020 Share exchange.
.11-025 Change of status from or to a public benefit corporation -- Conditions for.
.11-030 Action on plan.
.11-040 Merger of subsidiary.
.11-050 Articles of merger or share exchange.
.11-060 Effect of merger or share exchange.
.11-070 Merger or share exchange with foreign corporation.
.11-080 Merger of domestic or foreign limited liability companies or limited partnerships with domestic corporations -- Shareholder's liability following merger.
.12-010 Sale of assets in regular course of business and mortgage of assets.
.12-020 Sale of assets other than in regular course of business.
.12-030 Conversion of corporation to limited liability company.
.12-200 Definitions for KRS 271B.12-210 to 271B.12-230.
.12-210 Minimum share vote requirements for approval of business combinations -- Limitations on business corporation.
.12-220 Exemptions from minimum share vote requirements.
.12-230 KRS 271B.12-200 to 271B.12-220 prevail over other provisions of KRS Chapter 271B -- Severability of provisions.
.13-010 Definitions for subtitle.
.13-020 Right to dissent.
.13-030 Dissent by nominees and beneficial owners.
.13-200 Notice of dissenters' rights.
.13-210 Notice of intent to demand payment.
.13-220 Dissenters' notice.
.13-230 Duty to demand payment.
.13-240 Share restrictions.
.13-250 Payment.
.13-260 Failure to take action.
.13-270 After-acquired shares.
.13-280 Procedure if shareholder dissatisfied with payment or offer.
.13-300 Court action.
.13-310 Court costs and counsel fees.
.14-010 Dissolution by incorporators or initial directors.
.14-020 Dissolution by board of directors and shareholders.
.14-030 Articles of dissolution.
.14-040 Revocation of dissolution.
.14-050 Effect of dissolution.
.14-060 Known claims against dissolved corporation.
.14-070 Unknown claims against dissolved corporation.
.14-200 Repealed, 2011.
.14-210 Repealed, 2011.
.14-220 Repealed, 2011.
.14-225 Permissibility of merger of subsequent reincorporation with reinstated prior corporation -- Effect.
.14-230 Repealed, 2011.
.14-300 Grounds for judicial dissolution.
.14-310 Procedure for judicial dissolution.
.14-320 Receivership or custodianship.
.14-330 Decree of dissolution.
.14-400 Deposit with State Treasurer.
.15-010 Annual report.
.15-020 Repealed, 2011.
.15-030 Repealed, 2011.
.15-040 Repealed, 2011.
.15-050 Repealed, 2011.
.15-060 Repealed, 2011.
.15-070 Repealed, 2011.
.15-080 Repealed, 2011.
.15-090 Repealed, 2011.
.15-100 Repealed, 2011.
.15-200 Repealed, 2011.
.15-300 Repealed, 2011.
.15-310 Repealed, 2011.
.15-320 Repealed, 2011.
.16-010 Corporate records.
.16-020 Inspection of records by shareholders.
.16-030 Scope of inspection right.
.16-040 Court-ordered inspection.
.16-200 Financial statements for shareholders.
.16-210 Other reports to shareholders -- Other requirements of a public benefit corporation.
.16-220 Annual report.
.17-010 Application of chapter.
.17-020 Application to qualified foreign corporations.
.17-030 Savings provisions.
.17-040 Severability of provisions.
.17-050 Acceleration and applicability of effective date.
.18-010 Validity of facsimile signature for corporation debt security.
.18-020 Retroactive validation of existing domestic corporations.
.18-030 Acceptance of present Constitution.
.18-040 Purpose of filing articles of incorporation.
.18-050 Revocation of charters and grants since 1856.
.18-060 Incorporation for purposes of establishing a foreign trade zone within this state.
.18-070 Additional penalties for violation of KRS 506.010, 506.030, 506.040, 521.020, or 521.050.