Kentucky Statutes 273.247 – Articles of incorporation
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(1) The articles of incorporation shall set forth:
(a) The name of the corporation that satisfies the requirements of KRS § 14A.3-
010;
(b) The purpose or purposes for which the corporation is organized;
(c) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets or dissolution or final liquidation;
(d) The corporation’s initial registered office and initial registered agent that satisfy the requirements of KRS § 14A.4-010;
(e) The mailing address of the corporation’s principal office;
(f) The number of directors constituting the initial board of directors, and the names and mailing addresses of the persons who are to serve as the initial directors; and
(g) The name and mailing address of each incorporator.
(2) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in KRS § 273.163 to KRS § 273.387.
(3) Unless its articles of incorporation provide otherwise, every corporation shall be presumed to have perpetual duration and succession in its corporate name.
(4) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, when a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
(5) Unless the registered agent signs the articles, the corporation shall deliver with the articles of incorporation the registered agent’s written consent to the appointment.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 63, effective January 1, 2011. — Amended 1998 Ky. Acts ch. 341, sec. 13, effective July 15, 1998. — Amended 1988
Ky. Acts ch. 23, sec. 199, effective January 1, 1989. — Amended 1986 Ky. Acts ch.
202, sec. 8, effective March 28, 1986. — Created 1968 Ky. Acts ch. 165, sec. 28.
Legislative Research Commission Note. An amendment to this section was included in
1976 HB 26 (ch. 27) as originally introduced. The amended language, however, was deleted by floor amendment, but the section was not deleted from the act.
(a) The name of the corporation that satisfies the requirements of KRS § 14A.3-
Terms Used In Kentucky Statutes 273.247
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Floor amendment: An amendment offered by an individual legisator from the floor during consideration of a bill or other measure, in contrast to a committee amendment.
010;
(b) The purpose or purposes for which the corporation is organized;
(c) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets or dissolution or final liquidation;
(d) The corporation’s initial registered office and initial registered agent that satisfy the requirements of KRS § 14A.4-010;
(e) The mailing address of the corporation’s principal office;
(f) The number of directors constituting the initial board of directors, and the names and mailing addresses of the persons who are to serve as the initial directors; and
(g) The name and mailing address of each incorporator.
(2) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in KRS § 273.163 to KRS § 273.387.
(3) Unless its articles of incorporation provide otherwise, every corporation shall be presumed to have perpetual duration and succession in its corporate name.
(4) Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, when a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
(5) Unless the registered agent signs the articles, the corporation shall deliver with the articles of incorporation the registered agent’s written consent to the appointment.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 63, effective January 1, 2011. — Amended 1998 Ky. Acts ch. 341, sec. 13, effective July 15, 1998. — Amended 1988
Ky. Acts ch. 23, sec. 199, effective January 1, 1989. — Amended 1986 Ky. Acts ch.
202, sec. 8, effective March 28, 1986. — Created 1968 Ky. Acts ch. 165, sec. 28.
Legislative Research Commission Note. An amendment to this section was included in
1976 HB 26 (ch. 27) as originally introduced. The amended language, however, was deleted by floor amendment, but the section was not deleted from the act.