Kentucky corporate bylaws are legally binding rules that regulate a corporation’s activity and internal operations. They cover essential topics such as the board of directors, shareholder meetings, stock issuance, conflict resolution, and company dissolution.
Under Kentucky law, the initial directors or incorporators are required to create bylaws that outline the company’s organizational structure. These bylaws should include policies for appointing directors and officers, holding meetings, addressing conflicts of interest, and dissolving the business.
Legal Requirements
Corporate bylaws are required in Kentucky [1] .
- Annual Meetings – A regularly scheduled gathering to discuss the state and strategy of a corporation [2] . Meetings may be held more often than annually if allowed by the bylaws. The place of the meeting is fixed in the bylaws and may within or out of the state. If no meeting place is designated, the meeting shall occur at the company’s primary office location.
- Corporate Bylaws – The set of rules that govern the internal management of an organization [3] . The company’s bylaws are adopted by its incorporators or Board of Directors and may contain any term not inconsistent with law or its own Articles of Incorporation.
- Issuance of Stock – The process of distributing shares to investors, indicating partial ownership in a corporation [4] . Stock may be issued by the Board or by the shareholders themselves. Stock prices are fixed by the Board and are deemed conclusive.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” an abbreviation thereof, or language of like import.
- Prohibited Words: Language that states or implies that a corporation is organized for an impermissible purpose.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable as long as the application for renewal is completed 30 days before the expiration of the original period.
- Transferability: Yes.
Emergency Bylaws
When a quorum of directors cannot attend a scheduled meeting due to a catastrophic event, emergency bylaws can be executed to add provisions for board meetings [5] . A company’s emergency bylaws are effective only during the period of emergency and shall cease thereafter. Actions taken during this time are generally shielded from liability.
