{"data":{"id":"us-ky/krs-271b.12-020","jurisdiction":"us-ky","citation":"KRS 271B.12-020","heading":"Sale of assets other than in regular course of business.","body":"(1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially\nall, of its property (with or without the good will), otherwise than in the usual and\nregular course of business, on the terms and conditions and for the consideration\ndetermined by the corporation's board of directors, if the board of directors proposes\nand its shareholders approve the proposed transaction.\n(2) For a transaction to be authorized:\n(a) The board of directors shall recommend the proposed transaction to the\nshareholders unless the board of directors determines that because of conflict\nof interest or other special circumstances it should make no recommendation\nand communicates the basis for its determination to the shareholders with the\nsubmission of the proposed transaction; and\n(b) The shareholders entitled to vote shall approve the transaction.\n(3) The board of directors may condition its submission of the proposed transaction on\nany basis.\n(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the\nproposed shareholders' meeting in accordance with KRS 271B.7 -050. The notice\nshall also state that the purpose, or one (1) of the purposes, of the meeting is to\nconsider the sale, lease, exchange, or other disposition of all, or substantially all, the\nproperty of the corporation and contain or be accompanied by a description of the\ntransaction.\n(5) Unless the articles of incorporation or the board of directors (acting pursuant to\nsubsection (3) of this section) require a greater vote or a vote by voting groups, the\ntransaction to be authorized shall be approved by a majority of all the votes entitled\nto be cast on the transaction.\n(6) After a sale, lease, exchange, or other disposition of property is authorized, the\ntransaction may be abandoned (subject to any contractual rights) without further\nshareholder action.\n(7) A transaction that constitutes a distribution is governed by KRS 271B.6-400 and not\nby this section.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13427","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"de140509050513e7d345458074670d55199a420cea687b0aeaf813b9cf77997c","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.12-010","next":"us-ky/krs-271b.12-030"},"notice":"GroundRules: Original legal text. Not legal advice."}