KRS 14A.2-020: Execution of documents delivered to Secretary of State for filing.

(1) A document delivered to the Secretary of State for filing shall be executed as

follows:

(a) If delivered by or on behalf of a corporation or foreign corporation, by:

1. The chairman of its board of directors, by its president, or by another of

its officers;

2. A duly authorized representative; or

3. If the directors have not been selected or the corporation has not been

formed, by its incorporator;

(b) If delivered by or on behalf of a limited liability company or foreign limited

liability company, by:

1. A manager, if management of the limited liability company or foreign

limited liability company is reserved to one (1) or more managers;

2. A member, if management of the limited liability company or foreign

limited liability company is reserved to the members;

3. A duly authorized representative; or

4. If the limited liability company or foreign limited liability company has

not been formed, by its organizer;

(c) If delivered by or on behalf of a limited partnership or foreign limited

partnership, by at least one (1) general partner;

(d) If delivered by or on behalf of a business trust or foreign business trust, by at

least one (1) trustee;

(e) If delivered by or on behalf of a partnership, by at least two (2) partners;

(f) If delivered by or on behalf of any other entity or foreign entity, by a person

certifying the authority and capacity to execute and deliver the document;

(g) If the entity or foreign entity is in the hands of a receiver, trustee, or other

court-appointed fiduciary, by that fiduciary; or

(h) If delivered by or on behalf of a limited cooperative association or foreign

limited cooperative association, by:

1. The chairman of its board of directors, by its president, or by another of

its officers;

2. A duly authorized representative; or

3. If the directors have not been selected or the association has not been

formed, by its organizer.

(2) This section relates exclusively to execution of documents delivered for filing to the

Secretary of State, and shall not control as to the execution of other documents of an

entity or foreign entity.