{"data":{"id":"us-ky/krs-271b.3-040","jurisdiction":"us-ky","citation":"KRS 271B.3-040","heading":"Ultra vires.","body":"(1) Except as provided in subsection (2) of this section, the validity of corporate action\nshall not be challenged on the ground that the corporation lacks or lacked power to\nact.\n(2) A corporation's power to act may be challenged in a proceeding by:\n(a) A shareholder against the corporation to enjoin the act;\n(b) The corporation, directly, derivatively, or through a receiver, trustee, or other\nlegal representative, against an incumbent or former director, officer,\nemployee, or agent of the corporation; or\n(c) The Attorney General under KRS 271B.14-300.\n(d) In a shareholder's proceeding under subsection (2)(a) of this section to enjoin\nan unauthorized corporate act, the court may enjoin or set aside the act, if\nequitable and if all affected persons are parties t o the proceeding, and may\naward damages for loss (other than anticipated profits) suffered by the\ncorporation or another party because of enjoining the unauthorized act.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13327","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"7a41ff55a7f46097895fc51d22aa90b9ad426320d2dd1dbb23cf426390d0d29d","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.3-030","next":"us-ky/krs-271b.4-010"},"notice":"GroundRules: Original legal text. Not legal advice."}