Kentucky Statutes 271B.14-040 – Revocation of dissolution
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(1) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.
(2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized;
(d) If the corporation’s board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(e) If the corporation’s board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f) If shareholder action was required to revoke the dissolution, the information required by subsection (1)(c) or (1)(d) of KRS § 271B.14-030.
(4) Revocation of dissolution shall be effective upon the effective date of the articles of revocation of dissolution.
(5) When the revocation of dissolution is effective, it shall have the effect provided in
KRS § 14A.7-030(3).
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 94, effective July 12, 2012. — Created
1988 Ky. Acts ch. 23, sec. 140, effective January 1, 1989.
(2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
Terms Used In Kentucky Statutes 271B.14-040
- Action: includes all proceedings in any court of this state. 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
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under KRS §. See Kentucky Statutes 271B.1-400
- 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. See Kentucky Statutes 271B.1-400
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized;
(d) If the corporation’s board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(e) If the corporation’s board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f) If shareholder action was required to revoke the dissolution, the information required by subsection (1)(c) or (1)(d) of KRS § 271B.14-030.
(4) Revocation of dissolution shall be effective upon the effective date of the articles of revocation of dissolution.
(5) When the revocation of dissolution is effective, it shall have the effect provided in
KRS § 14A.7-030(3).
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 94, effective July 12, 2012. — Created
1988 Ky. Acts ch. 23, sec. 140, effective January 1, 1989.