{"data":{"id":"us-ky/krs-271b.1-400","jurisdiction":"us-ky","citation":"KRS 271B.1-400","heading":"Definitions for chapter.","body":"As used in this chapter:\n(1) \"Appropriate court\" means  the Circuit Court for the county within the\nCommonwealth  in which the corporation maintains its principal office or, if\nnone, the county in which the registered office is located;\n(2) \"Articles of incorporation\" include amended  and  restated articles of\nincorporation and articles of merger;\n(3) \"Authorized shares\" means  the shares of all classes a domestic or foreign\ncorporation is authorized to issue;\n(4) \"Conspicuous\" means  so written that a reasonable person against whom  the\nwriting is to operate should have noticed it. For example, printing in italics or\nboldface or contrasting color, or typing in capitals or underlining, shall be\nconsidered conspicuous;\n(5) \"Corporation\" or \"domestic corporation\" means a corporation for profit, which is\nnot a foreign corporation, incorporated under or subject to the provisions of this\nchapter, and includes a professional service corporation and a public benefit\ncorporation;\n(6) \"Deliver\" or \"delivery\" means  any method of delivery used in conventional\ncommercial practice, including delivery by hand, mail, commercial delivery, and\nelectronic transmission;\n(7) \"Distribution\" means  a direct or indirect transfer of money  or other property\n(except its own shares) or incurrence of indebtedness by a corporation to or for\nthe benefit of its shareholders in respect of any of its shares. A distribution may\nbe  in the form of a declaration or payment  of a dividend; a purchase,\nredemption, or other acquisition of shares; a distribution of indebtedness; or\notherwise;\n(8) \"Effective date of notice\" is defined in KRS 271B.1-410;\n(9) \"Electronic transmission\" or \"electronically transmitted\" means any process of\ncommunication not directly involving the physical transfer of paper that is\nsuitable for the retention, retrieval, and reproduction of information by the\nrecipient;\n(10) \"Employee\" includes an officer but not a director. A director may accept duties\nthat make him also an employee;\n(11) \"Entity\" includes a domestic or foreign corporation; not-for-profit corporation;\nprofit and not-for-profit unincorporated association; business trust, estate,\npartnership, trust, and two (2) or more persons having a joint or common\neconomic interest; and state, United States, and foreign government;\n(12) \"Foreign corporation\" means a corporation for profit incorporated under a law\nother than the law of this state;\n(13) \"Governmental  subdivision\" includes authority, county,  district, and\nmunicipality;\n(14) \"Includes\" denotes a partial definition;\n(15) \"Individual\" means a natural person and includes the estate of an incompetent\nor deceased individual;\n(16) \"Means\" denotes an exhaustive definition;\n(17) \"Name  of record with the Secretary of State\" means  any real, fictitious,\nreserved, registered, or assumed name of an entity;\n(18) \"Notice\" is defined in KRS 271B.1-410;\n(19) \"Person\" includes individual and entity;\n(20) \"Principal office\" means  the office in or out of this state, so designated in\nwriting to the Secretary of State where the principal executive offices of a\ndomestic or foreign corporation are located;\n(21) \"Proceeding\" includes civil suit and criminal, administrative, and investigatory\naction;\n(22) \"Public benefit\" means a positive effect or reduction of negative effects on one\n(1) or more categories of persons, entities, communities, or interests other than\nstockholders in their capacities as stockholders;\n(23) \"Public benefit corporation\" means  a for-profit corporation that is intended to\nproduce a public benefit and to operate in a responsible manner, balancing the\nstockholders' pecuniary interests, the best interests of those materially affected\nby the corporation's conduct, and the public benefit identified in its articles of\nincorporation;\n(24) \"Public benefit provisions\" means  the provisions of articles of incorporation\nauthorized by KRS 271B.2-020(4);\n(25) \"Real name\" shall have the meaning set forth in KRS 365.015;\n(26) \"Record date\" means the date established under Subtitle 6 or 7 of this chapter\non  which a corporation determines the identity of its shareholders and their\nshareholdings for purposes of this chapter. The determinations shall be made\nas of the close of business on the record date, unless another time for doing so\nis specified when the record date is fixed;\n(27) \"Secretary\" means  the corporate officer to whom  the board of directors has\ndelegated responsibility under KRS  271B.8-400(3) for custody of the minutes\nof the meetings of the board of directors and of the shareholders and for\nauthenticating records of the corporation;\n(28) \"Share\" means the unit into which the proprietary interests in a corporation are\ndivided;\n(29) \"Shareholder\" means the person in whose name  shares are registered in the\nrecords of a corporation or the beneficial owner of shares to the extent of the\nrights granted by a nominee certificate on file with a corporation;\n(30) \"Sign\" or \"signature\" includes any manual, facsimile, or conformed or electronic\nsignature;\n(31) \"State,\" when  referring to a part of the United States, includes a state and\nCommonwealth  and their agencies and governmental subdivisions, and a\nterritory and  insular possession and  their agencies and  governmental\nsubdivisions of the United States;\n(32) \"Subscriber\" means  a person who  subscribes for shares in a corporation,\nwhether before or after incorporation;\n(33) \"United States\" includes district, authority, bureau, commission, department,\nand any other agency of the United States; and\n(34) \"Voting group\" means all shares of one (1) or more classes or series that under\nthe articles of incorporation or this chapter are entitled to vote and be counted\ntogether collectively on a matter at a meeting of shareholders. All shares\nentitled by the articles of incorporation or this chapter to vote generally on the\nmatter are for that purpose a single voting group.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=45776","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"00582d617decfc4e287f0e681ec158bdded77d25c133020bc9048f562a3032b6","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.1-300","next":"us-ky/krs-271b.1-410"},"notice":"GroundRules: Original legal text. Not legal advice."}