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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.

Corporate bylaws are some of the most important internal documents you have, which is why we at Northwest offer a free, attorney-drafted template, customized for Kentucky corporations, that you can use for your business.

Why do I need corporate bylaws?

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.

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

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.

Kentucky Corporate Bylaws Template

Here is our Corporate Bylaws template, which our attorney has drafted specifically for Kentucky corporations.

FAQs

Are bylaws filed with the state of Kentucky?

No. Your corporate bylaws are internal documents, which means they should be kept with your own business files.

Do bylaws need to be signed?

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

How do I amend my bylaws in Kentucky?

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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