Subtitle 1. General Provisions

Title

1-010. Title.

Filing Documents

1-200. Filing requirements.

1-210. Repealed, 2011. [Repealed]

1-220. Fees for filing documents and issuing certificates -- Miscellaneous charges.

1-230. Repealed, 2011. [Repealed]

1-240. Repealed, 2011. [Repealed]

1-250. Repealed, 2011. [Repealed]

1-260. Repealed, 2011. [Repealed]

1-270. Repealed, 2011. [Repealed]

1-280. Repealed, 2011. [Repealed]

1-290. Penalty for signing false document.

Secretary of State

1-300. Powers.

Definitions

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.

Subtitle 2. Incorporation

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.

Subtitle 3. Purposes and Powers

3-010. Purposes.

3-020. General powers.

3-030. Emergency powers.

3-040. Ultra vires.

Subtitle 4. Name

4-010. Corporate name.

4-020. Repealed, 2011. [Repealed]

4-030. Repealed, 2011. [Repealed]

Subtitle 5. Office and Agent

5-010. Registered office and registered agent -- Requirement for agent's written acceptance of appointment.

5-020. Repealed, 2011. [Repealed]

5-025. Statement of change of principal office.

5-030. Repealed, 2011. [Repealed]

5-040. Repealed, 2011. [Repealed]

Subtitle 6. Shares and Distributions

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.

Issuance of 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.

6-270. Restrictions on transfer or registration of shares or other securities.

6-280. Expense of issue.

Subsequent Acquisition of Shares by Shareholders and Corporation

6-300. Shareholders' preemptive rights.

6-310. Corporation's acquisition of its own shares.

Distributions

6-400. Distributions to shareholders.

Subtitle 7. Shareholders

Meetings

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.

Voting

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.

Voting Trusts and Agreements

7-300. Voting trusts.

7-310. Voting agreements.

Derivative Proceedings

7-400. Procedure in derivative proceedings.

Subtitle 8. Directors and Officers

Board of Directors

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.

Meetings and Action of Board 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.

Standards of Conduct

8-300. General standards for directors.

8-310. Director conflict of interest.

8-320. Loans to directors.

8-330. Liability for unlawful distributions.

Officers

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.

Indemnification

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.

Subtitle 10. Amendment of Articles of Incorporation and Bylaws

Amendment of Articles of Incorporation

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.

Amendment of Bylaws

10-200. Amendment by board of directors or shareholders.

10-220. Bylaw increasing quorum or voting requirements for directors.

Subtitle 11. Merger and Share Exchange

11-010. Merger.

11-020. Share exchange.

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.

Subtitle 12. Sale of Assets; Business Combinations

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.

Business Combinations

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.

Subtitle 13. Dissenters' Rights

Right to Dissent and Obtain Payment for Shares

13-010. Definitions for subtitle.

13-020. Right to dissent.

13-030. Dissent by nominees and beneficial owners.

Procedure for Exercise of Dissenters' Rights

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.

Judicial Appraisal of Shares

13-300. Court action.

13-310. Court costs and counsel fees.

Subtitle 14. Dissolution

Voluntary Dissolution

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.

Administrative Dissolution

14-200. Repealed, 2011. [Repealed]

14-210. Repealed, 2011. [Repealed]

14-220. Repealed, 2011. [Repealed]

14-225. Permissibility of merger of subsequent reincorporation with reinstated prior corporation -- Effect.

14-230. Repealed, 2011. [Repealed]

Judicial Dissolution

14-300. Grounds for judicial dissolution.

14-310. Procedure for judicial dissolution.

14-320. Receivership or custodianship.

14-330. Decree of dissolution.

Miscellaneous

14-400. Deposit with State Treasurer.

Subtitle 15. Foreign Corporations

Certificate of Authority

15-010. Annual report.

15-020. Repealed, 2011. [Repealed]

15-030. Repealed, 2011. [Repealed]

15-040. Repealed, 2011. [Repealed]

15-050. Repealed, 2011. [Repealed]

15-060. Repealed, 2011. [Repealed]

15-070. Repealed, 2011. [Repealed]

15-080. Repealed, 2011. [Repealed]

15-090. Repealed, 2011. [Repealed]

15-100. Repealed, 2011. [Repealed]

Withdrawal

15-200. Repealed, 2011. [Repealed]

Revocation of Certificate of Authority

15-300. Repealed, 2011. [Repealed]

15-310. Repealed, 2011. [Repealed]

15-320. Repealed, 2011. [Repealed]

Subtitle 16. Records and Reports

Records

16-010. Corporate records.

16-020. Inspection of records by shareholders.

16-030. Scope of inspection right.

16-040. Court-ordered inspection.

Reports

16-200. Financial statements for shareholders.

16-210. Other reports to shareholders.

16-220. Annual report.

Subtitle 17. Transition Provisions

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.

Subtitle 18. Miscellaneous Provisions

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.

CHAPTER 272. COOPERATIVE CORPORATIONS AND ASSOCIATIONS

CHAPTER 272A. KENTUCKY UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT