271B.6-210 Issuance of shares.
(1)
(2)
(3)
(4)
(5)
The powers granted in this section to the board of directors may be reserved to the
shareholders by the articles of incorporation.
The board of directors may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed, contracts for services to be
performed, or other securities of the corporation.
Before the corporation issues shares, the board of directors shall determine that the
consideration received or to be received for shares to be issued is adequate. That
determination by the board of directors is conclusive insofar as the adequacy of
consideration for the issuance of shares relates to whether the shares are validly
issued, fully paid, and nonassessable.
When the corporation receives the consideration for which the board of directors
authorized the issuance of shares in accordance with this section, the shares issued
therefor are fully paid and nonassessable. When, and to the extent, consideration for
the issuance of shares consists of a promissory note or contract for services or other
benefits, the shares shall be fully paid and nonassessable at the time the note is
issued or the contract is entered into.
The board of directors, or a committee of the board of directors, may authorize one
(1) or more officers of the corporation to approve the issuance, sale, or contract for
sale of shares or to determine the designation and relative rights, preferences, and
limitations of a class or series of shares, all within limits specifically prescribed by
the board of directors or the committee.
Effective: November 15, 2002
History: Amended 2002 Ky. Acts ch. 102, sec. 10, effective November 15, 2002. -Created 1988 Ky. Acts ch. 23, sec. 38, effective January 1, 1989.
Legislative Research Commission Note (6/26/2007). 2007 Ky. Acts ch. 137, sec. 179,
effective June 26, 2007 provided: The General Assembly finds and declares that the
amendment of KRS 271B.6-210, 271B.6-230, 271B.7-040, 271B.7-280, and 271B.8080, as provided for in 2002 Ky. Acts ch. 102, secs. 10, 11, 15, 18, and 19,
respectively, are and were effective as of November 15, 2002.
Legislative Research Commission Note (11/15/02). 2002 Ky. Acts ch. 102, sec. 22,
provides that this section "shall take effect November 15, 2002, if a constitutional
amendment proposing to amend Sections 190, 191, 192, 193, 194, 195, 198, 200,
202, 203, 205, 207, and 208 of the Constitution of Kentucky relating to corporations
is enacted by the General Assembly and approved by the voters in the November,
2002 general elections. Otherwise, [this section] shall be void."
A constitutional amendment proposing to amend 11 of those 13 sections of the
Constitution was enacted by the General Assembly and approved by the voters.
During the 2002 Regular Session, the General Assembly enacted 2002 Ky. Acts ch.
341, which proposed to amend Sections 190, 191, 192, 193, 194, 198, 200, 202, 203,
207, and 208 of the Constitution of Kentucky. The voters approved that amendment
in the November, 2002 general elections.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
