{"data":{"id":"us-ky/krs-273.300","jurisdiction":"us-ky","citation":"KRS 273.300","heading":"Voluntary dissolution.","body":"A corporation may dissolve and wind up its affairs in the following manner:\n(1) If there are members entitled to vote thereon, the board of directors shall adopt a\nresolution recommending that the corporation be dissolved, and directing that the\nquestion of such dissolution be submitted to a vote at a meeting of members entitled\nto vote thereon, which may be either an annual or a special meeting. Written notice\nstating that the purpose, or one of the purposes, of such meeting is to consider the\nadvisability of dissolving the corporation, shall be given to each member entitled to\nvote at such meeting, within the time and in the manner provided in KRS 273.161\nto 273.390 for the giving of notice of meetings of members. A resolution to dissolve\nthe corporation shall be adopted upon receiving at least two-thirds (2/3) of the votes\nwhich members present at such meeting or represented by proxy are entitled to cast.\n(2) If there are no members, or no members entitled to vote thereon, the dissolution of\nthe corporation shall be authorized at a meeting of the board of directors upon the\nadoption of a resolution to dissolve by the vote of a majority of the directors in\noffice.\n(3) Upon the adoption of such resolution by the members, or by the board of directors if\nthere are no members or no members entitled to vote thereon, the corporation shall\ncease to conduct its affairs except insofar as may be necessary for the winding up\nthereof, shall immediately cause a notice of the proposed dissolution to be mailed to\neach known creditor of the corporation, and shall proceed to collect its assets and\napply and distribute them as provided in KRS 273.161 to 273.390.","path":["KRS Chapter 273"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13681","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:24Z","sha256":"88e419a5db7acbcb60ce4f1d7f682a8649b8f50902acf294166fd42b08c6f86d","source_id":"us-ky","stale":false,"prev":"us-ky/krs-273.297","next":"us-ky/krs-273.302"},"notice":"GroundRules: Original legal text. Not legal advice."}