Records and Reports

KRS tit. XXIII, ch. 271B, subtit. 16

in effect

KRS 271B.16-010 Corporate records

271B.16-010. Corporate records (1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, by class of shares showing the number and class of shares held by each. (4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (5) A corporation shall keep a copy of the following records at its principal office: (a) Its articles or restated articles of incorporation and all amendments to them currently in effect; (b) Its bylaws or restated bylaws and all amendments to them currently in effect; (c) Resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (d) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years; (e) All written communications to shareholders generally within the past three (3) years, including the financial statements furnished for the past three (3) years under KRS 271B.16-200; (f) A list of the names and business addresses of its current directors and officers; and (g) Its most recent annual report delivered to the Secretary of State under KRS 14A.6-010. Effective: January 1, 2011 History: Amended 2010 Ky. Acts ch. 151, sec. 123, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 167, effective January 1, 1989.

KRS 271B.16-020 Inspection of records by shareholders

271B.16-020. Inspection of records by shareholders (1) A shareholder of a corporation shall be entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (5) of KRS 271B.16-010 if he gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy. (2) A shareholder of a corporation shall be entitled to inspect and copy during regular business hours at a reasonable location specified by the corporation any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy: (a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (1) of this section; (b) Accounting records of the corporation; and (c) The record of shareholders. (3) A shareholder may inspect and copy the records described in subsection (2) of this section only if: (a) His demand is made in good faith and for a proper purpose; (b) He describes with reasonable particularity his purpose and the records he desires to inspect; and (c) The records are directly connected with his purpose. (4) The right of inspection granted by this section shall not be abolished or limited by a corporation's articles of incorporation or bylaws. (5) This section shall not affect: (a) The right of a shareholder to inspect records under KRS 271B.7-200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; (b) The power of a court, independently of this chapter, to compel the production of corporate records for examination. (6) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 168, effective January 1, 1989.

KRS 271B.16-030 Scope of inspection right

271B.16-030. Scope of inspection right (1) A shareholder's agent or attorney shall have the same inspection and copying rights as the shareholder he represents. (2) The right to copy records under KRS 271B.16-020 shall include, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge shall not exceed the estimated cost of production or reproduction of the records. (4) The corporation may comply with a shareholder's demand to inspect the record of shareholders under subsection (2)(c) of KRS 271B.16-020 by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 169, effective January 1, 1989.

KRS 271B.16-040 Court-ordered inspection

271B.16-040. Court-ordered inspection (1) If the corporation does not allow a shareholder who complies with subsection (1) of KRS 271B.16-020 to inspect and copy any records required by that subsection to be available for inspection, the Circuit Court of the county where the corporation's principal office (or, if none in this state, its registered office) is located may summarily order inspection and copying of records demanded at the corporation's expense upon application of the shareholder. (2) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with subsections (2) and (3) of KRS 271B.16-020 may apply to the Circuit Court of the county where the corporation's principal office (or, if none in this state, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. (4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 170, effective January 1, 1989.

KRS 271B.16-200 Financial statements for shareholders

271B.16-200. Financial statements for shareholders Upon the written request of any shareholder or holder of voting trust certificates for shares of a corporation the corporation shall mail to such shareholder or holder of voting trust certificates its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 171, effective January 1, 1989.

KRS 271B.16-210 Other reports to shareholders -- Other requirements of a public benefit corporation

271B.16-210. Other reports to shareholders -- Other requirements of a public benefit corporation (1) If a corporation indemnifies or advances expenses to a director under KRS 271B.8-510 to 271B.8-540 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting. (2) A public benefit corporation shall no less than annually provide its stockholders with a statement as to the corporation's promotion of the public benefit or public benefits identified in the articles of incorporation and of the best interests of those materially affected by the corporation's conduct. The statement shall include: (a) The objectives that the board of directors has established to promote the public benefit or public benefits and interests; (b) The standards that the board of directors has adopted to measure the corporation's progress in promoting the public benefit or public benefits and interests; (c) Objective factual information based on those standards regarding the corporation's success in meeting the objectives for promoting the public benefit or public benefits and interests; and (d) An assessment of the corporation's success in meeting the objectives and promoting the public benefit or public benefits and interests. (3) The articles of incorporation or bylaws of a public benefit corporation may require that the corporation: (a) Make the statement described in subsection (2) of this section available to the public; or (b) Use a third-party standard in connection with, or attain a periodic third-party certification addressing, the corporation's promotion of the public benefit or public benefits identified in the articles of incorporation or the best interests of those materially affected by the corporation's conduct. Effective:June 29, 2017 History: Amended 2017 Ky. Acts ch. 28, sec. 9, effective June 29, 2017. -- Created 1988 Ky. Acts ch. 23, sec. 172, effective January 1, 1989.

KRS 271B.16-220 Annual report

271B.16-220. Annual report Each domestic 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. 74, effective July 15, 2010; amended ch. 133, sec. 12, effective July 15, 2011; and repealed and reenacted ch. 151, sec. 56, effective January 1, 2011. -- Amended 2010 Ky. Acts ch. 133, sec. 12, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 74, effective June 26, 2007. -- Created 1988 Ky. Acts ch. 23, sec. 173, effective January 1, 1989. Legislative Research Commission 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 Act, 2010 Ky. Acts ch. 151.

Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=38561Fetched: 10/20/2026