Kentucky Statutes 271B.2-020 – Articles of incorporation
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(1) The articles of incorporation shall set forth:
(a) A corporate name for the corporation that satisfies the requirements of
KRS § 14A.3-010;
(b) The number of shares the corporation is authorized to issue;
(c) The corporation’s initial registered office and initial registered agent that satisfy the requirements of KRS § 14A.4-010;
(d) The mailing address of the corporation’s principal office; and
(e) The name and mailing address of each incorporator. (2) The articles of incorporation may set forth:
(a) The names and mailing addresses of the individuals who are to serve as the initial directors;
(b) Provisions not inconsistent with law regarding:
1. The purpose or purposes for which the corporation is organized;
2. Managing the business and regulating the affairs of the corporation;
3. Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
4. A par value for authorized shares or classes of shares; and
5. The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(c) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(d) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of his duties as a director, provided that such provision shall not eliminate or limit the liability of a director:
1. For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the corporation or its shareholders;
2. For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;
3. For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS § 271B.8-330; or
4. For any transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of any director for any act or omission occurring prior to the date when such provision becomes effective. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS § 271B.8-300.
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(4) In addition to the information otherwise required, the articles of incorporation
for a public benefit corporation shall state:
(a) That the corporation is a public benefit corporation; and
(b) The purpose or purposes of the corporation, which shall include one (1)
or more public benefits.
Effective:June 29, 2017
History: Amended 2017 Ky. Acts ch. 28, sec. 4, effective June 29, 2017. — Amended 2010 Ky. Acts ch. 151, sec. 52, effective January 1, 2011. — Amended
1998 Ky. Acts ch. 341, sec. 5, effective July 15, 1998. — Created 1988 Ky. Acts ch. 23, sec. 16, effective January 1, 1989; and ch. 224, sec. 7, effective July 15,
1988.
Formerly codified as KRS § 271A.271.
(a) A corporate name for the corporation that satisfies the requirements of
Terms Used In Kentucky Statutes 271B.2-020
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Kentucky Statutes 271B.1-400
- 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
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- 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. See Kentucky Statutes 271B.1-400
- 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. See Kentucky Statutes 271B.1-400
- 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. See Kentucky Statutes 271B.1-400
- 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. 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
KRS § 14A.3-010;
(b) The number of shares the corporation is authorized to issue;
(c) The corporation’s initial registered office and initial registered agent that satisfy the requirements of KRS § 14A.4-010;
(d) The mailing address of the corporation’s principal office; and
(e) The name and mailing address of each incorporator. (2) The articles of incorporation may set forth:
(a) The names and mailing addresses of the individuals who are to serve as the initial directors;
(b) Provisions not inconsistent with law regarding:
1. The purpose or purposes for which the corporation is organized;
2. Managing the business and regulating the affairs of the corporation;
3. Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
4. A par value for authorized shares or classes of shares; and
5. The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(c) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(d) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of his duties as a director, provided that such provision shall not eliminate or limit the liability of a director:
1. For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the corporation or its shareholders;
2. For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;
3. For any vote for or assent to an unlawful distribution to shareholders as prohibited under KRS § 271B.8-330; or
4. For any transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of any director for any act or omission occurring prior to the date when such provision becomes effective. In no case shall this subsection or any such provision be construed to expand the liability of any director as determined pursuant to KRS § 271B.8-300.
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(4) In addition to the information otherwise required, the articles of incorporation
for a public benefit corporation shall state:
(a) That the corporation is a public benefit corporation; and
(b) The purpose or purposes of the corporation, which shall include one (1)
or more public benefits.
Effective:June 29, 2017
History: Amended 2017 Ky. Acts ch. 28, sec. 4, effective June 29, 2017. — Amended 2010 Ky. Acts ch. 151, sec. 52, effective January 1, 2011. — Amended
1998 Ky. Acts ch. 341, sec. 5, effective July 15, 1998. — Created 1988 Ky. Acts ch. 23, sec. 16, effective January 1, 1989; and ch. 224, sec. 7, effective July 15,
1988.
Formerly codified as KRS § 271A.271.