{"data":{"id":"us-ky/krs-271b.11-025","jurisdiction":"us-ky","citation":"KRS 271B.11-025","heading":"Change of status from or to a public benefit corporation -- Conditions","body":"for.\n(1) Notwithstanding any other provisions of this chapter, a corporation that is not a\npublic benefit corporation shall not, without the approval of ninety percent (90%) of\nthe outstanding shares of each class of the stock of the corporation of which there\nare outstanding shares, whether voting or nonvoting:\n(a) Amend its articles of incorporation to elect to be a public benefit corporation;\nor\n(b) Merge with or into another entity if, as a result of the merger, the shares in the\ncorporation would become, or be converted into or exchanged for the right to\nreceive, shares or other equity interests in a domestic or foreign public benefit\ncorporation or similar entity. The restrictions of this section shall not apply\nprior to the time that the corporation has received payment for any of its\ncapital stock.\n(2) Any stockholder of a corporation that is not a public benefit corporation who:\n(a) Holds shares of stock of the corpo ration immediately prior to the effective\ntime of:\n1. An amendment to the corporation's articles of incorporation to become a\npublic benefit corporation; or\n2. A merger that would result in the conversion of the corporation's stock\ninto, or exchange of the  corporation's stock for the right to receive,\nshares or other equity interests in a domestic or foreign public benefit\ncorporation or similar entity; and\n(b) Has not voted in favor of the amendment, merger, or consolidation or\nconsented thereto in writing;\nshall be entitled to exercise dissenters' rights under Subtitle 13 of this chapter.\n(3) Notwithstanding any other provisions of this chapter, a corporation that is a public\nbenefit corporation shall not, without the approval of two -thirds (2/3) of the\noutstanding shares of each class of the stock of the corporation of which there are\noutstanding shares, whether voting or nonvoting:\n(a) Amend its articles of incorporation to delete the election to be a public benefit\ncorporation; or\n(b) Merge with or into another entity if, as a result of the merger, the shares in the\ncorporation would become, or be converted into or exchanged for the right to\nreceive, shares or other equity interests in a domestic or foreign corporation\nthat is not a public benefit corpora tion or similar entity and the articles of\nincorporation of which does not contain the identical public benefit or public\nbenefits as the public benefit corporation identified in its articles of\nincorporation.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=45777","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"12250213fc784fe9c13ca161dbffc80d529547b4794f1869b3a4c3cfe8cf5b02","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.11-020","next":"us-ky/krs-271b.11-030"},"notice":"GroundRules: Original legal text. Not legal advice."}