Kentucky Statutes 14A.2-020 – Execution of documents delivered to Secretary of State for filing
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(1) A document delivered to the Secretary of State for filing shall be executed as follows:
(a) If delivered by or on behalf of a corporation or foreign corporation, by:
1. The chairman of its board of directors, by its president, or by another of its officers;
2. A duly authorized representative; or
3. If the directors have not been selected or the corporation has not been formed, by its incorporator;
(b) If delivered by or on behalf of a limited liability company or foreign limited liability company, by:
1. A manager, if management of the limited liability company or foreign limited liability company is reserved to one (1) or more managers;
2. A member, if management of the limited liability company or foreign limited liability company is reserved to the members;
3. A duly authorized representative; or
4. If the limited liability company or foreign limited liability company has not been formed, by its organizer;
(c) If delivered by or on behalf of a limited partnership or foreign limited partnership, by at least one (1) general partner;
(d) If delivered by or on behalf of a business trust or foreign business trust, by at least one (1) trustee;
(e) If delivered by or on behalf of a partnership, by at least two (2) partners;
(f) If delivered by or on behalf of any other entity or foreign entity, by a person certifying the authority and capacity to execute and deliver the document;
(g) If the entity or foreign entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary; or
(h) If delivered by or on behalf of a limited cooperative association or foreign limited cooperative association, by:
1. The chairman of its board of directors, by its president, or by another of its officers;
2. A duly authorized representative; or
3. If the directors have not been selected or the association has not been formed, by its organizer.
(2) This section relates exclusively to execution of documents delivered for filing to the Secretary of State, and shall not control as to the execution of other documents of an entity or foreign entity.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 160, sec. 127, effective July 12, 2012. — Created
2010 Ky. Acts ch. 151, sec. 9, effective January 1, 2011.
(a) If delivered by or on behalf of a corporation or foreign corporation, by:
Terms Used In Kentucky Statutes 14A.2-020
- Business: includes every trade, occupation, and profession. See Kentucky Statutes 14A.1-070
- Business trust: means a business trust governed as to its internal affairs by KRS Chapter 386 or a statutory trust governed as to its internal affairs by KRS Chapter
386A. See Kentucky Statutes 14A.1-070 - Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a business corporation governed as to its internal affairs by KRS Chapter 271B, a cooperative or association governed as to its internal affairs by KRS Chapter 272, a nonprofit corporation governed as to its internal affairs by KRS Chapter 273, and a rural electric or rural telephone cooperative corporation governed as to its internal affairs by KRS Chapter 279. See Kentucky Statutes 14A.1-070
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Entity: means a corporation, business or statutory trust, partnership, limited partnership, limited liability company, limited cooperative association, or unincorporated nonprofit association, governed as to its internal affairs by the laws of the Commonwealth of Kentucky. See Kentucky Statutes 14A.1-070
- Fiduciary: A trustee, executor, or administrator.
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- Foreign limited cooperative association: means a limited cooperative association that is not:
(a) Organized pursuant to the laws of the Commonwealth of Kentucky. See Kentucky Statutes 14A.1-070 - Limited cooperative association: means a limited cooperative association governed as to its internal affairs by KRS Chapter 272A. See Kentucky Statutes 14A.1-070
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two (2) or more persons to carry on as co- owners a business for profit formed under KRS §. See Kentucky Statutes 14A.1-070
- Person: means an individual, an entity, a foreign entity, or any other legal or commercial entity. See Kentucky Statutes 14A.1-070
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
- Trustee: A person or institution holding and administering property in trust.
1. The chairman of its board of directors, by its president, or by another of its officers;
2. A duly authorized representative; or
3. If the directors have not been selected or the corporation has not been formed, by its incorporator;
(b) If delivered by or on behalf of a limited liability company or foreign limited liability company, by:
1. A manager, if management of the limited liability company or foreign limited liability company is reserved to one (1) or more managers;
2. A member, if management of the limited liability company or foreign limited liability company is reserved to the members;
3. A duly authorized representative; or
4. If the limited liability company or foreign limited liability company has not been formed, by its organizer;
(c) If delivered by or on behalf of a limited partnership or foreign limited partnership, by at least one (1) general partner;
(d) If delivered by or on behalf of a business trust or foreign business trust, by at least one (1) trustee;
(e) If delivered by or on behalf of a partnership, by at least two (2) partners;
(f) If delivered by or on behalf of any other entity or foreign entity, by a person certifying the authority and capacity to execute and deliver the document;
(g) If the entity or foreign entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary; or
(h) If delivered by or on behalf of a limited cooperative association or foreign limited cooperative association, by:
1. The chairman of its board of directors, by its president, or by another of its officers;
2. A duly authorized representative; or
3. If the directors have not been selected or the association has not been formed, by its organizer.
(2) This section relates exclusively to execution of documents delivered for filing to the Secretary of State, and shall not control as to the execution of other documents of an entity or foreign entity.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 160, sec. 127, effective July 12, 2012. — Created
2010 Ky. Acts ch. 151, sec. 9, effective January 1, 2011.