KRS 271B.1-010 Title
271B.1-010. Title
This chapter shall be known and may be cited as the "Kentucky Business Corporation Act."
History: Created 1972 Ky. Acts ch. 274, sec. 1. Formerly codified as KRS 271A.005.
General Provisions
KRS tit. XXIII, ch. 271B, subtit. 1
in effectKRS 271B.1-200 Filing requirements
271B.1-200. Filing requirements
(1) 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.
(2) Whenever a provision of KRS Chapter 271B permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:
(a) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;
(b) The facts may include but are not limited to: 1. Any of the following that is available in a nationally recognized news or information medium either in print or electronically: a. Statistical or market indices; b. Market prices of any security or group of securities; c. Interest rates; d. Currency exchange rates; or e. Similar economic or financial data; 2. A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or 3. The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;
(c) As used in this subsection: 1. "Filed document" means a document filed with the Secretary of State under any provision of KRS Chapter 271B except an annual report or a filing pursuant to Subtitle 15 of KRS Chapter 271B; and 2. "Plan" means a plan of nonprofit conversion as provided for in KRS 273.382, conversion into an LLC as provided for in KRS 275.376, merger, or of share exchange;
(d) The following provisions of a plan or filed document shall not be made dependent on facts outside the plan or filed document: 1. The name and address of any person required in a filed document; 2. The registered office of any entity required in a filed document; 3. The registered agent of any entity required in a filed document; 4. The number of authorized shares and designation of each class or series of shares; 5. The effective date of a filed document; or 6. Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and
(e) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in paragraph (b)1. of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of State articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this paragraph are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
Effective: January 1, 2011
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 46, effective July 15, 2010; and repealed, reenacted, and amended ch. 151, sec. 50, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 46, effective June 26, 2007. -- Amended 2002 Ky. Acts ch. 102, sec. 1, effective July 15, 2002. -- Created 1988 Ky. Acts ch. 23, sec. 1, effective January 1, 1989. Legislative Research Commission 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.
Legislative Research Commission 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 271B.1-210 Repealed, 2011
271B.1-210. Repealed, 2011
Catchline at repeal: Forms.
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 47, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 47, effective June 26, 2007. -- Created 1988 Ky. Acts ch. 23, sec. 2, effective January 1, 1989.
KRS 271B.1-220 Fees for filing documents and issuing certificates -- Miscellaneous charges
271B.1-220. Fees for filing documents and issuing certificates -- Miscellaneous charges
The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him for filing:
(1) Articles of incorporation .......................................................................... $ 40
(2) Amendment of articles of incorporation ................................................... $ 40
(3) Restatement of articles of incorporation ................................................... $ 40
(4) Amended and restated articles ................................................................... $ 80
(5) Articles of merger or share exchange ........................................................ $ 50
(6) Articles of dissolution ................................................................................ $ 40
(7) Articles of revocation of dissolution ...........................................................$ 15
(8) Any other document required or permitted to be filed by this chapter ...................................................................... $ 15
Effective: January 1, 2011
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 48, effective July 15, 2010; and repealed, reenacted, and amended ch. 151, sec. 51, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 48, effective June 26, 2007. -- Amended 1998 Ky. Acts ch. 341, sec. 3, effective July 15, 1998. -- Created 1988 Ky. Acts ch. 23, sec. 3, effective January 1, 1989; and ch. 85, sec. 3, effective July 15, 1988. Formerly codified as KRS 271A.631. Legislative Research Commission 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.
Legislative Research Commission 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."
Legislative Research Commission Note. Similar versions of this section were created by 1988 Acts Chapter 85, Section 3, and 1988 Acts Chapter 23, Section 3, which conflict in regard to the amount of fees to be charged by Secretary of State. Pursuant to KRS 446.250, the fees set forth in Chapter 85 prevail as the later enactment. The remaining provisions do not appear to be in conflict and have been compiled together.
KRS 271B.1-230 Repealed, 2011
271B.1-230. Repealed, 2011
Catchline at repeal: Effective time and date of filing.
History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Amended 2002 Ky. Acts ch. 102, sec. 2, effective July 15, 2002. -- Created 1988 Ky. Acts ch. 23, sec. 4, effective January 1,1989.
KRS 271B.1-240 Repealed, 2011
271B.1-240. Repealed, 2011
Catchline at repeal: Correcting filed documents.
History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Amended 2002 Ky. Acts ch. 102, sec. 3, effective July 15, 2002. -- Created 1988 Ky. Acts ch. 23, sec. 5, effective January 1, 1989.
KRS 271B.1-250 Repealed, 2011
271B.1-250. Repealed, 2011
Catchline at repeal: Filing duty of Secretary of State.
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 49, effective July 15, 2010; and repealed ch. 151, sec. 151, effective January 1, 2011. -- Amended 2007 Ky. Acts ch. 137, sec. 49, effective June 26, 2007. -- Amended 2002 Ky. Acts ch. 102, sec. 4, effective July 15, 2002. -- Created 1988 Ky. Acts ch. 23, sec. 6, effective January 1, 1989.
KRS 271B.1-260 Repealed, 2011
271B.1-260. Repealed, 2011
Catchline at repeal: Appeal from Secretary of State's refusal to file document.
History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 7, effective January 1, 1989.
KRS 271B.1-270 Repealed, 2011
271B.1-270. Repealed, 2011
Catchline at repeal: Evidentiary effect of filed document.
History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Amended 2002 Ky. Acts ch. 102, sec. 5, effective July 15, 2002. -- Created 1988 Ky. Acts ch. 23, sec. 8, effective January 1, 1989.
KRS 271B.1-280 Repealed, 2011
271B.1-280. Repealed, 2011
Catchline at repeal: Certificate of existence.
History: Repealed 2010 Ky. Acts ch. 151, sec. 151, effective January 1, 2011. -- Created 1988 Ky. Acts ch. 23, sec. 9, effective January 1, 1989.
KRS 271B.1-290 Penalty for signing false document
271B.1-290. Penalty for signing false document
(1) A person commits an offense by signing a document knowing it is false in any material respect with intent that the document be delivered to the Secretary of State for filing.
(2) An offense under this section shall be a misdemeanor punishable by a fine not to exceed one hundred dollars ($100).
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 50, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 50, effective June 26, 2007. -- Created 1988 Ky. Acts ch. 23, sec. 10, effective January 1, 1989.
Legislative Research Commission 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 271B.1-300 Powers
271B.1-300. Powers
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. 11, effective January 1, 1989.
KRS 271B.1-400 Definitions for chapter
271B.1-400. Definitions for chapter
As used in this chapter:
(1) "Appropriate court" means the Circuit Court for the county within the Commonwealth in which the corporation maintains its principal office or, if none, the county in which the registered office is located;
(2) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger;
(3) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue;
(4) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlining, shall be considered conspicuous;
(5) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter, and includes a professional service corporation and a public benefit corporation;
(6) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission;
(7) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise;
(8) "Effective date of notice" is defined in KRS 271B.1-410;
(9) "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;
(10) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee;
(11) "Entity" includes a domestic or foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest; and state, United States, and foreign government;
(12) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state;
(13) "Governmental subdivision" includes authority, county, district, and municipality;
(14) "Includes" denotes a partial definition;
(15) "Individual" means a natural person and includes the estate of an incompetent or deceased individual;
(16) "Means" denotes an exhaustive definition;
(17) "Name of record with the Secretary of State" means any real, fictitious, reserved, registered, or assumed name of an entity;
(18) "Notice" is defined in KRS 271B.1-410;
(19) "Person" includes individual and entity;
(20) "Principal office" means the office in or out of this state, so designated in writing to the Secretary of State where the principal executive offices of a domestic or foreign corporation are located;
(21) "Proceeding" includes civil suit and criminal, administrative, and investigatory action;
(22) "Public benefit" means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests other than stockholders in their capacities as stockholders;
(23) "Public benefit corporation" means a for-profit corporation that is intended to produce a public benefit and to operate in a responsible manner, balancing the stockholders' pecuniary interests, the best interests of those materially affected by the corporation's conduct, and the public benefit identified in its articles of incorporation;
(24) "Public benefit provisions" means the provisions of articles of incorporation authorized by KRS 271B.2-020(4);
(25) "Real name" shall have the meaning set forth in KRS 365.015;
(26) "Record date" means the date established under Subtitle 6 or 7 of this chapter on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date, unless another time for doing so is specified when the record date is fixed;
(27) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under KRS 271B.8-400(3) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation;
(28) "Share" means the unit into which the proprietary interests in a corporation are divided;
(29) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;
(30) "Sign" or "signature" includes any manual, facsimile, or conformed or electronic signature;
(31) "State," when referring to a part of the United States, includes a state and Commonwealth and their agencies and governmental subdivisions, and a territory and insular possession and their agencies and governmental subdivisions of the United States;
(32) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation;
(33) "United States" includes district, authority, bureau, commission, department, and any other agency of the United States; and
(34) "Voting group" means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
Effective:June 29, 2017
History: Amended 2017 Ky. Acts ch. 28, sec. 2, effective June 29, 2017. -- Amended 2015 Ky. Acts ch. 34, sec. 6, effective June 24, 2015. -- Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 51, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 51, effective June 26, 2007. -- Amended 2002 Ky. Acts ch. 102, sec. 6, effective July 15, 2002. -- Amended 1998 Ky. Acts ch. 341, sec. 4, effective July 15, 1998. -- Created 1988 Ky. Acts ch. 23, sec. 12, effective January 1, 1989.
Legislative Research Commission 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."
Legislative Research Commission Note (6/26/2007). 2007 Ky. Acts ch. 137, sec. 51, subsection (21) 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 271B.1-410 Written or oral notice -- How given -- When effective
271B.1-410. Written or oral notice -- How given -- When effective
(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 domestic or foreign corporation to its shareholder, if in a comprehensible form, shall be effective:
(a) Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders; or
(b) When electronically transmitted to the shareholder in a manner authorized and in accordance with the shareholder's instructions, if any.
(4) Written notice to a domestic or foreign corporation authorized to transact business in this state 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 this chapter prescribes 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 this chapter, those requirements shall govern.
Effective: June 25, 2013
History: Amended 2013 Ky. Acts ch. 106, sec. 5, effective June 25, 2013. -- Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 52, effective July 15, 2010. -- Amended 2007 Ky. Acts ch. 137, sec. 52, effective June 26, 2007. -- Amended 2002 Ky. Acts ch. 102, sec. 7, effective July 15, 2002. -- Created 1988 Ky. Acts ch. 23, sec. 13, effective January 1, 1989.
Legislative Research Commission 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 271B.1-420 Number of shareholders
271B.1-420. Number of shareholders
(1) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders shall constitute one (1) shareholder:
(a) Three (3) or fewer co-owners;
(b) A corporation, partnership, trust, estate, or other entity;
(c) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(2) For purposes of this chapter, shareholdings registered in substantially similar names shall constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 14, effective January 1, 1989.
KRS 271B.1-430 Independent legal significance
271B.1-430. Independent legal significance
Action validly taken pursuant to one (1) provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy one (1) or more requirements prescribed by such other provision.
Effective: July 15, 2010
History: Created 2010 Ky. Acts ch. 133, sec. 1, effective July 15, 2010.
Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=38518Fetched: 10/20/2026