Kentucky Statutes 271B.12-010 – Sale of assets in regular course of business and mortgage of assets
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(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
(b) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(c) Transfer any or all of its property to an entity of which all the shares or all of the limited liability company interests or other equity interests are owned by the corporation.
(2) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (1) of this section shall not be required.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 9, effective June 8, 2011. — Created 1988
Ky. Acts ch. 23, sec. 121, effective January 1, 1989.
(a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
Terms Used In Kentucky Statutes 271B.12-010
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- 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: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Entity: includes a domestic or foreign corporation. See Kentucky Statutes 271B.1-400
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
(b) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(c) Transfer any or all of its property to an entity of which all the shares or all of the limited liability company interests or other equity interests are owned by the corporation.
(2) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (1) of this section shall not be required.
Effective: June 8, 2011
History: Amended 2011 Ky. Acts ch. 29, sec. 9, effective June 8, 2011. — Created 1988
Ky. Acts ch. 23, sec. 121, effective January 1, 1989.