{"data":{"id":"us-ky/krs-271b.6-300","jurisdiction":"us-ky","citation":"KRS 271B.6-300","heading":"Shareholders' preemptive rights.","body":"(1) The shareholders of a corporation shall not have a preemptive right to acquire the\ncorporation's unissued shares except:\n(a) To the extent the articles of incorporation so provide; and\n(b) To the extent provided in subsection (4) of this section.\n(2) A statement included in the articles of incorporation that \"the corporation elects to\nhave preemptive rights\" (or words of similar import) means that the following\nprinciples apply, except to the extent the articles of incorporation expressly provide\notherwise:\n(a) The shareholders of the corporation shall have a preemptive right granted on\nuniform terms and conditions prescribed by the board of directors, to provide\na fair and reasonable opportunity to exercise the right to acquire proportional\namounts of the corporation's unissued shares upon the decision of the board of\ndirectors to issue them.\n(b) A shareholder may waive his preemptive right. A waiver evidenced by a\nwriting shall be irrevocable even though it is not supported by consideration.\n(c) There shall be no preemptive right with respect to:\n1. Shares issued as compensation to directors, officers, agents, or\nemployees of the corporation, its subsidiaries or affiliates;\n2. Shares issued to satisfy conversion or option rights created to provide\ncompensation to directors, officers, agents, or employees of the\ncorporation, its subsidiaries or affiliates;\n3. Shares authorized in articles of incorporation that are issued within six\n(6) months from the effective date of incorporation; and\n4. Shares sold otherwise than for money.\n(d) Holders of shares of any class without general voting rights but with\npreferential rights to distributions or assets shall have no preemptive rights\nwith respect to shares of any class.\n(e) Holders of shares of any class with general voting rights but without\npreferential rights to distributions or assets shall have no preemptive rights\nwith respect to shares of any class with preferential rights to distributions or\nassets unless the shares w ith preferential rights are convertible into or carry a\nright to subscribe for or acquire shares without preferential rights.\n(f) Shares subject to preemptive rights that are not acquired by shareholders may\nbe issued to any person for a period of one (1) year after being offered to\nshareholders at a consideration set by the board of directors that is not lower\nthan the consideration set for the exercise of preemptive rights. An offer at a\nlower consideration or after the expiration of one (1) year shall be  subject to\nthe shareholders' preemptive rights.\n(3) For purposes of this section, \"shares\" include a security convertible into or carrying\na right to subscribe for or acquire shares.\n(4) Except to the extent limited or denied by this subsection, sharehold ers of a\ncorporation that existed on January 1, 1989, whose articles of incorporation did not\non January 1, 1989, contain a provision specifically addressing preemptive rights\nshall have a preemptive right to acquire unissued shares or securities convertib le\ninto such shares or carrying a right to subscribe to or acquire shares.\n(a) No preemptive right shall exist:\n1. To acquire any shares issued to directors, officers, or employees\npursuant to approval by the affirmative vote of the holders of a majority\nof the shares entitled to vote thereon or when authorized by and\nconsistent with a plan theretofore approved by such a vote of\nshareholders; or\n2. To acquire any shares sold otherwise than for cash.\n(b) Holders of shares of any class that is preferred or li mited as to dividends or\nassets shall not be entitled to any preemptive right.\n(c) Holders of shares of any class with general voting rights but without\npreferential rights to distributions or assets shall not be entitled to any\npreemptive right to shares of any class that is preferred or limited as to\ndividends or assets or to any obligations, unless convertible into shares of any\nclass with general voting rights but without preferential rights to distributions\nor assets, or carrying a right to subscribe to or acquire shares of any class with\ngeneral voting rights but without preferential rights to distributions or assets.\n(d) Holders of shares of any class without general voting rights shall have no\npreemptive rights to shares of a class which is identical as to rights except that\nthe class has general voting rights.\n(e) The preemptive right shall be only an opportunity to acquire shares or other\nsecurities under such terms and conditions as the board of directors may fix\nfor the purpose of providing a fair and reasonable opportunity to exercise such\nright.\n(f) This subsection shall not apply to any class of stock of any corporation after\nthe corporation's articles of incorporation are amended to limit or deny the\npreemptive rights of any class of its stock.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13349","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:18Z","sha256":"de0847c579c3bf96c0beb35a8abb2be5bb4d5ff35171598c837072e8bcbae7f3","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.6-280","next":"us-ky/krs-271b.6-310"},"notice":"GroundRules: Original legal text. Not legal advice."}