{"data":{"id":"us-ky/krs-271b.2-020","jurisdiction":"us-ky","citation":"KRS 271B.2-020","heading":"Articles of incorporation.","body":"(1) The articles of incorporation shall set forth:\n(a) A  corporate name  for the corporation that satisfies the requirements of\nKRS  14A.3-010;\n(b) The number of shares the corporation is authorized to issue;\n(c) The  corporation's initial registered office and initial registered agent that\nsatisfy the requirements of KRS 14A.4-010;\n(d) The mailing address of the corporation's principal office; and\n(e) The name and mailing address of each incorporator.\n(2) The articles of incorporation may set forth:\n(a) The names and mailing addresses of the individuals who are to serve as\nthe initial directors;\n(b) Provisions not inconsistent with law regarding:\n1. The purpose or purposes for which the corporation is organized;\n2. Managing the business and regulating the affairs of the corporation;\n3. Defining, limiting, and regulating the powers of the corporation, its\nboard of directors, and shareholders;\n4. A par value for authorized shares or classes of shares; and\n5. The imposition of personal liability on shareholders for the debts of\nthe corporation to a specified extent and upon specified conditions;\n(c) Any  provision that under this chapter is required or permitted to be set\nforth in the bylaws; and\n(d) A provision eliminating or limiting the personal liability of a director to the\ncorporation or its shareholders for monetary damages  for breach of his\nduties as a director, provided that such provision shall not eliminate or\nlimit the liability of a director:\n1. For any transaction in which the director's personal financial interest\nis in conflict with the financial interests of the corporation or its\nshareholders;\n2. For acts or omissions not in good faith or which involve intentional\nmisconduct or are known to the director to be a violation of law;\n3. For any vote for or assent to an unlawful distribution to shareholders\nas prohibited under KRS 271B.8-330; or\n4. For any transaction from which the director derived an improper\npersonal benefit.\nNo  such provision shall eliminate or limit the liability of any director for\nany  act or omission occurring prior to the date when  such provision\nbecomes  effective. In no case shall this subsection or any such provision\nbe  construed to expand  the liability of any director as determined\npursuant to KRS 271B.8-300.\n(3) The  articles of incorporation need not set forth any of the corporate powers\nenumerated in this chapter.\n(4) In addition to the information otherwise required, the articles of incorporation\nfor a public benefit corporation shall state:\n(a) That the corporation is a public benefit corporation; and\n(b) The purpose or purposes of the corporation, which shall include one (1)\nor more public benefits.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=45778","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"89b5e6448a2e4cc5499726f6756c11a9bfda2da23321c724e4ec077424ef6087","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.2-010","next":"us-ky/krs-271b.2-030"},"notice":"GroundRules: Original legal text. Not legal advice."}