Kentucky Statutes 279.100 – Common and preferred stock — Ownership and transfer
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(1) Only a member of a corporation organized under this chapter may own its common stock, and neither the common stock in any such corporation nor any interest therein shall be transferable or assignable, either by act of the parties or by operation of law, to any person who is not eligible to be a member of the corporation.
(2) No corporation formed under this chapter shall issue common stock to a member until it has been fully paid for, but the promissory notes of a member may be accepted by the corporation as full or partial payment. The corporation shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member’s right to vote.
(3) No person, other than a corporation formed under this chapter, shall at any one time own more than five percent (5%) of the outstanding common stock of any corporation formed under this chapter.
(4) Any such corporation may at any time, as specified in its bylaws, except when the debts of the corporation exceed fifty percent (50%) of its assets, buy in or purchase its common stock at the book value thereof, as conclusively determined by its board of directors, and pay for it in cash within one (1) year thereafter.
(5) Preferred stock may be owned by and transferred to any person, and may be made redeemable and retirable by the corporation on such terms and conditions as are provided for in the articles of incorporation and printed on the face of each certificate. Ownership of preferred stock shall not confer on the holder any right to vote.
Effective: July 15, 1986
History: Amended 1986 Ky. Acts ch. 111, sec. 1, effective July 15, 1986. — Recodified
1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883j-8.
(2) No corporation formed under this chapter shall issue common stock to a member until it has been fully paid for, but the promissory notes of a member may be accepted by the corporation as full or partial payment. The corporation shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member’s right to vote.
Terms Used In Kentucky Statutes 279.100
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Board: means the board of directors of a corporation formed under this chapter. See Kentucky Statutes 279.010
- 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: means a profit or nonprofit corporation formed under the laws of any state or a foreign country. See Kentucky Statutes 279.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Member: means and includes each person signing the articles of incorporation of a corporation formed under this chapter, each person later admitted to membership according to law or according to the articles of incorporation or bylaws of the corporation, and each common stockholder in a corporation organized under this chapter that has capital stock. See Kentucky Statutes 279.010
- Person: means any natural person, firm, association, corporation, business trust, or partnership. See Kentucky Statutes 279.310
- Year: means calendar year. See Kentucky Statutes 446.010
(3) No person, other than a corporation formed under this chapter, shall at any one time own more than five percent (5%) of the outstanding common stock of any corporation formed under this chapter.
(4) Any such corporation may at any time, as specified in its bylaws, except when the debts of the corporation exceed fifty percent (50%) of its assets, buy in or purchase its common stock at the book value thereof, as conclusively determined by its board of directors, and pay for it in cash within one (1) year thereafter.
(5) Preferred stock may be owned by and transferred to any person, and may be made redeemable and retirable by the corporation on such terms and conditions as are provided for in the articles of incorporation and printed on the face of each certificate. Ownership of preferred stock shall not confer on the holder any right to vote.
Effective: July 15, 1986
History: Amended 1986 Ky. Acts ch. 111, sec. 1, effective July 15, 1986. — Recodified
1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883j-8.