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Kentucky Corporate Bylaws

Kentucky corporate bylaws are the rules that govern your corporation’s operations and create an organizational structure for your company. A solid set of bylaws will outline policies for appointing directors and officers, holding shareholder and board meetings, handling conflicts of interest, and even eventually dissolving the business, among other issues.

Your Kentucky Articles of Incorporation are filed with the state, but your corporate bylaws are internal documents that don’t need to be submitted, and can be kept on hand in the event of a disagreement or lawsuit. Not sure how to craft your own bylaws? Don’t worry. Our free, attorney-drafted corporate bylaws template can be filled out, saved, downloaded, printed, and signed at your leisure.

What Is Included in Kentucky Corporate Bylaws?

Corporate bylaws can include anything (within the law) not already covered by Kentucky’s statutes. But strong bylaws are essential, and should include information about:

  • Meetings
  • Stock
  • Directors and officers
  • Finances
  • Records
  • Amendments and emergencies

What Information Do I Need to Use Northwest’s Free Kentucky Corporate Bylaws?

Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.

In order to fill out our free corporate bylaws template, you’ll need your:

This must be your business’ legal entity name, or the name you put on your Kentucky Articles of Incorporation.

List when (date and time) you will hold annual meetings for shareholders.

Once your board of directors have approved the bylaws for the corporation, fill in the date.

The director signs the bylaws to approve them on behalf of the board of directors.

Expect to also maintain up-to-date lists of all shareholders and directors.

Why Do Corporate Bylaws Matter in Kentucky?

Unlike your Kentucky Articles of Incorporation, your corporate bylaws are not public documents, but that doesn’t mean they’re any less important than anything you’d file with the state. Here’s why:

1. Corporate bylaws are legally required in Kentucky.

According to KY Revised Statute § 271B.2-060, all corporations in Kentucky “shall adopt initial bylaws.” You don’t have the option to form a corporation without them.

2. Corporate bylaws establish the rules and roles within your corporation.

Your corporate bylaws determine some of the most critical aspects of your corporate structure, like how you’ll appoint your board of directors and the roles of officers—even record-keeping procedures should be covered. Having an agreed-upon blueprint for internal operations helps to curtail any disagreements that might get in the way of your business.

3. Corporate bylaws prove that your business is a legitimate corporation.

Adopting corporate bylaws signals to others that your corporation is the real deal. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. What’s more? Your bylaws help reinforce your limited liability status, should you ever face a lawsuit.

Who Prepares the Bylaws?

Bylaws are adopted by your directors, or—if directors have not yet been selected—by your incorporator(s) during your organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free Kentucky Corporate Bylaws template to help get you started.

Are Corporate Bylaws Legally Binding?

Yes, Kentucky corporate bylaws are official legal documents. You can use them in court to prove your limited liability status or show how your corporation functions. This also means you may face legal action if you don’t follow your bylaws.

FAQs

Nope. Corporate bylaws are the rules for how your corporation will be run, whereas operating agreements are rules for LLCs. Same idea, but different entity.

No. Your bylaws will not be filed with the state, but they should be kept on file with other important corporate documents in the event of a disagreement or lawsuit.

No—signing bylaws is not a requirement. But including the names and signatures of all board members and officers lends credibility to your bylaws.

Kentucky’s statutes (see KY Revised Statute 271B.10-200-220) provide some rules for amending bylaws, but for the most part, corporations establish the procedures for amending bylaws in their articles or in the bylaws themselves.

For example, articles of incorporation may reserve voting rights on amending bylaws exclusively for shareholders, and bylaws may change the terms of a quorum (the number of directors needed to call an official meeting of the board).

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