There Is a Newer Version
of
the Kentucky Revised Statutes
2009 Kentucky Revised Statutes
Subtitle 1 General Provisions
271B.1.200 Filing requirements. (Effective until January 1, 2011)
Download pdf
271B.1-200 Filing requirements. (Effective until January 1, 2011)
(1) A document shall satisfy the requirements of this section, and of any other section
that adds to or varies these requirements, to be entitled to filing by the Secretary of <br>State.
(2) This chapter must require or permit filing the document in the office of the
Secretary of State.
(3) The document shall contain the information required by this chapter. It may contain
other information as well.
(4) The document shall be typewritten, printed, or electronically transmitted. If the
document is electronically transmitted, the document shall be in a format that can be <br>retrieved or reproduced in typewritten or printed form.
(5) The document shall be in the English language. A corporate name may be in a
language other than English if written in English letters or Arabic or Roman <br>numerals, and the certificate of existence required of foreign corporations, if not in <br>English, shall be accompanied by a reasonably authenticated English translation.
(6) The document shall be executed:
(a) By the chairman of the board of directors of a domestic or foreign corporation,
by its president, or by another of its officers;
(b) If directors have not been selected or the corporation has not been formed, by
an incorporator; or
(c) If the corporation is in the hands of a receiver, trustee, or other court-
appointed fiduciary, by that fiduciary.
(7) The person executing the document shall sign it and state beneath or opposite his
signature his name and the capacity in which he signs. The document may but need <br>not contain: <br>(a) A corporate seal of the corporation; <br>(b) An attestation, acknowledgment, or verification; or <br>(c) A statement regarding the preparer of the document which complies with KRS
382.335.
(8) If the Secretary of State has prescribed a mandatory form for the document under
KRS 271B.1-210, the document shall be in or on the prescribed form.
(9) The document shall be delivered to the office of the Secretary of State for filing.
Delivery may be made by electronic transmission, if and to the extent permitted by <br>the Secretary of State. If the document is filed in typewritten or printed form and not <br>transmitted electronically, the Secretary of State may require one (1) exact or <br>conformed copy to be delivered with the document, except as provided in KRS <br>271B.5-030 and 271B.15-090.
(10) One (1) exact or conformed paper, but not electronic, copy of the document shall
then be filed with and recorded by the county clerk of the county in which the <br>registered office of the corporation is situated.
(11) When the document is delivered to the office of the Secretary of State for filing, the
correct filing fee, the organization tax, and any penalty required by this chapter or <br>other law to be collected by the office of the Secretary of State with the document <br>shall be paid or provision for payment shall be made in a manner permitted by the <br>Secretary of State. The Secretary of State may accept payment of the correct amount <br>due by credit card, charge card, or similar method. However, if the amount due is <br>tendered by any method other than cash, the liability shall not be finally discharged <br>until the Secretary of State receives final payment or credit of collectible funds.
(12) Whenever a provision of KRS Chapter 271B permits any of the terms of a plan or a
filed document to be dependent on facts objectively ascertainable outside the plan <br>or filed document, the following provisions apply: <br>(a) The manner in which the facts will operate upon the terms of the plan or filed
document shall be set forth in the plan or filed document;
(b) The facts may include but are not limited to:
1.
Any of the following that is available in a nationally recognized news or <br>information medium either in print or electronically: <br>a.
Statistical or market indices;
b.
Market prices of any security or group of securities;
c.
Interest rates;
d.
Currency exchange rates; or
e.
Similar economic or financial data;
2.
A determination or action by any person or body, including the <br>corporation or any other party to a plan or filed document; or
3.
The terms of, or actions taken under, an agreement to which the <br>corporation is a party, or any other agreement or document;
(c) As used in this subsection:
1.
"Filed document" means a document filed with the Secretary of State <br>under any provision of KRS Chapter 271B except Subtitle 15 or KRS <br>271B.16-220; and
2.
"Plan" means a plan of nonprofit conversion as provided for in KRS <br>273.382, conversion into an LLC as provided for in KRS 275.376, <br>merger, or of share exchange;
(d) The following provisions of a plan or filed document shall not be made
dependent on facts outside the plan or filed document: <br>1.
The name and address of any person required in a filed document;
2.
The registered office of any entity required in a filed document;
3.
The registered agent of any entity required in a filed document;
4.
The number of authorized shares and designation of each class or series <br>of shares;
5.
The effective date of a filed document; or
6.
Any required statement in a filed document of the date on which the <br>underlying transaction was approved or the manner in which that <br>approval was given; and
(e) If a provision of a filed document is made dependent on a fact ascertainable
outside of the filed document, and that fact is not ascertainable by reference to <br>a source described in paragraph (b)1. of this subsection or a document that is a <br>matter of public record, or the affected shareholders have not received notice <br>of the fact from the corporation, then the corporation shall file with the <br>Secretary of State articles of amendment setting forth the fact promptly after <br>the time when the fact referred to is first ascertainable or thereafter changes. <br>Articles of amendment under this paragraph are deemed to be authorized by <br>the authorization of the original filed document or plan to which they relate <br>and may be filed by the corporation without further action by the board of <br>directors or the shareholders.
Effective: July 15, 2010 <br>History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 46, effective July 15, 2010.
-- Amended 2007 Ky. Acts ch. 137, sec. 46, effective June 26, 2007. -- Amended <br>2002 Ky. Acts ch. 102, sec. 1, effective July 15, 2002. -- Created 1988 Ky. Acts <br>ch. 23, sec. 1, effective January 1, 1989.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which <br>reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed <br>effective as of June 26, 2007, and those provisions are hereby made expressly <br>retroactive to that date, with the remainder of the text of those sections being <br>unaffected by the provisions of this section."
271B.1-200 Filing requirements. (Effective January 1, 2011) <br>(1) Each document delivered by a domestic or foreign corporation to the Secretary of
State for filing shall satisfy the requirements of KRS 14A.2-010 to 14A.2-150.
(2) Whenever a provision of KRS Chapter 271B permits any of the terms of a plan or a
filed document to be dependent on facts objectively ascertainable outside the plan <br>or filed document, the following provisions apply: <br>(a) The manner in which the facts will operate upon the terms of the plan or filed
document shall be set forth in the plan or filed document;
(b) The facts may include but are not limited to:
1.
Any of the following that is available in a nationally recognized news or <br>information medium either in print or electronically: <br>a.
Statistical or market indices;
b.
Market prices of any security or group of securities;
c.
Interest rates;
d.
Currency exchange rates; or
e.
Similar economic or financial data;
2.
A determination or action by any person or body, including the <br>corporation or any other party to a plan or filed document; or
3.
The terms of, or actions taken under, an agreement to which the <br>corporation is a party, or any other agreement or document;
(c) As used in this subsection:
1.
"Filed document" means a document filed with the Secretary of State <br>under any provision of KRS Chapter 271B except an annual report or a <br>filing pursuant to Subtitle 15 of KRS Chapter 271B; and
2.
"Plan" means a plan of nonprofit conversion as provided for in KRS <br>273.382, conversion into an LLC as provided for in KRS 275.376, <br>merger, or of share exchange;
(d) The following provisions of a plan or filed document shall not be made
dependent on facts outside the plan or filed document: <br>1.
The name and address of any person required in a filed document;
2.
The registered office of any entity required in a filed document;
3.
The registered agent of any entity required in a filed document;
4.
The number of authorized shares and designation of each class or series <br>of shares;
5.
The effective date of a filed document; or
6.
Any required statement in a filed document of the date on which the <br>underlying transaction was approved or the manner in which that <br>approval was given; and
(e) If a provision of a filed document is made dependent on a fact ascertainable
outside of the filed document, and that fact is not ascertainable by reference to <br>a source described in paragraph (b)1. of this subsection or a document that is a <br>matter of public record, or the affected shareholders have not received notice <br>of the fact from the corporation, then the corporation shall file with the <br>Secretary of State articles of amendment setting forth the fact promptly after <br>the time when the fact referred to is first ascertainable or thereafter changes. <br>Articles of amendment under this paragraph are deemed to be authorized by <br>the authorization of the original filed document or plan to which they relate <br>and may be filed by the corporation without further action by the board of <br>directors or the shareholders.
Effective: January 1, 2011 <br>History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 46, effective July 15, 2010;
and repealed, reenacted, and amended ch. 151, sec. 50, effective January 1, 2011. -- <br>Amended 2007 Ky. Acts ch. 137, sec. 46, effective June 26, 2007. -- Amended 2002 <br>Ky. Acts ch. 102, sec. 1, effective July 15, 2002. -- Created 1988 Ky. Acts ch. 23, <br>sec. 1, effective January 1, 1989.
Legislative Research Commission Note (1/1/2011). This section was repealed,
reenacted, and amended by 2010 Ky. Acts ch. 151, and repealed and reenacted by <br>2010 Ky. Acts ch. 51. Pursuant to Section 184 of Acts ch. 51, it was the intent of the <br>General Assembly that the repeal and reenactment not serve to void the amendment, <br>and these Acts do not appear to be in conflict, therefore, they have been codified <br>together.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which <br>reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed <br>effective as of June 26, 2007, and those provisions are hereby made expressly <br>retroactive to that date, with the remainder of the text of those sections being <br>unaffected by the provisions of this section."
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.
