Kentucky Statutes 271B.10-020 – Amendment by board of directors
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Unless the articles of incorporation provide otherwise, a corporation‘s board of directors may adopt one (1) or more amendments to the corporation‘s articles of incorporation without shareholder action:
(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) To delete the names and addresses of the initial directors;
(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(4) To delete the mailing address of the corporation’s initial principal office if the statement containing the mailing address of new principal office is on file with the Secretary of State;
(5) To change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(6) To change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or
(7) To make any other change expressly permitted by this chapter to be made without shareholder action.
Effective: July 15, 1998
History: Amended 1998 Ky. Acts ch. 341, sec. 7, effective July 15, 1998. — Created
1988 Ky. Acts ch. 23, sec. 104, effective January 1, 1989.
(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
Terms Used In Kentucky Statutes 271B.10-020
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. 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
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- 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
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under KRS §. See Kentucky Statutes 271B.1-400
- Share: means the unit into which the proprietary interests in a corporation are divided. 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
(2) To delete the names and addresses of the initial directors;
(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(4) To delete the mailing address of the corporation’s initial principal office if the statement containing the mailing address of new principal office is on file with the Secretary of State;
(5) To change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(6) To change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or
(7) To make any other change expressly permitted by this chapter to be made without shareholder action.
Effective: July 15, 1998
History: Amended 1998 Ky. Acts ch. 341, sec. 7, effective July 15, 1998. — Created
1988 Ky. Acts ch. 23, sec. 104, effective January 1, 1989.