Ky. Rev. Stat. » Chapter 271B
Kentucky Revised Statutes

Ky. Rev. Stat. § 271B.3-020 (2026)

General powers

✓ current as of May 2026
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(1) Unless its articles of incorporation provide otherwise, every corporation shall have perpetual duration and succession in its corporate name and shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to:

(a) Sue and be sued, complain and defend in its corporate name;

(b) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(c) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(d) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

(e) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(f) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;

(g) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(h) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(i) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(j) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;

(k) Elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(l) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(m) Make donations for the public welfare or for charitable, scientific, or educational purposes;

(n) Transact any lawful business that will aid governmental policy; and

(o) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

(2) Notwithstanding the provisions of subsection (1)(b) of this section, the presence or absence of a corporate seal on or from a writing shall neither add to nor detract from the legality thereof nor affect its validity in any manner or respect. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 23, effective January 1, 1989.

Notes of Decisions
Cited in 7 cases (4 in the last 5 years), 2005–2025 · leading case: Gross v. Adcomm, Inc., 478 S.W.3d 396 (Ky. Ct. App. 2015).
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Gross v. Adcomm, Inc., 478 S.W.3d 396 (Ky. Ct. App. 2015). “See KRS 271B.3-020(l)(a) (providing that unless its articles of incorporation provide otherwise, every corporation has the right to “[s]ue and be sued, complain and defend in its corporate name.”
Commonwealth Nat. Resources & Env't Prot. Cabinet v. Kentec Coal Co., 177 S.W.3d 718 (Ky. 2005). “” KRS 271B.3-020(1). In reviewing the “parallel procedures” which the General Assembly enacted after Franklin, supra —one procedure with formal evidentiary hearings on the record to contest the fact of the violation, but another requiring prepayment prior to the formal…”
Com. Nat. Res. & Envir. Prot. v. Kentec, 177 S.W.3d 718 (Ky. 2005). “" KRS 271B.3-020(1). In reviewing the "parallel procedures" which the General Assembly enacted after Franklin, supra — one procedure with formal evidentiary hearings on the record to contest the fact of the violation, but another requiring prepayment prior to the formal…”
C-Ville Fabricating, Inc. v. Tarter (E.D. Ky. 2022). “2015) (citing KRS 271B.3-020(1)(a)). The corporation’s decision to pursue or refrain from litigation is made by its board of directors, and the decision to file a lawsuit in the corporate name must be authorized by the affirmative vote of a majority of directors.”
Andrew Anthony Adams v. Lynn Lee, Inc. a Ky Corp. (Ky. Ct. App. 2025). “” KRS 271B.3-020. But when a corporation’s director has a conflict of interest, the action is voidable unless approved by the corporation’s board.”
Ann Pinski, D.P.M. v. Sharon Levine, Individually & in Her Capacity as of the Est. of Robert G. Levine (Ky. Ct. App. 2025). “Levine also claimed that Pinski took an x-ray machine owned by PPK, which together with the checks totaled $21,500.”
Ann Pinski, D.P.M. v. Sharon Levine, Individually & in Her Capacity as of the Est. of Robert G. Levine (Ky. Ct. App. 2025). “Levine also claimed that Pinski took an x-ray machine owned by PPK, which together with the checks totaled $21,500.”
— Ky. Rev. Stat. § 271B.3-020(1) — 2 cases
Commonwealth Nat. Resources & Env't Prot. Cabinet v. Kentec Coal Co., 177 S.W.3d 718 (Ky. 2005). “” KRS 271B.3-020(1). In reviewing the “parallel procedures” which the General Assembly enacted after Franklin, supra —one procedure with formal evidentiary hearings on the record to contest the fact of the violation, but another requiring prepayment prior to the formal…”
Com. Nat. Res. & Envir. Prot. v. Kentec, 177 S.W.3d 718 (Ky. 2005). “" KRS 271B.3-020(1). In reviewing the "parallel procedures" which the General Assembly enacted after Franklin, supra — one procedure with formal evidentiary hearings on the record to contest the fact of the violation, but another requiring prepayment prior to the formal…”
— Ky. Rev. Stat. § 271B.3-020(1)(a) — 1 case
C-Ville Fabricating, Inc. v. Tarter (E.D. Ky. 2022). “2015) (citing KRS 271B.3-020(1)(a)). The corporation’s decision to pursue or refrain from litigation is made by its board of directors, and the decision to file a lawsuit in the corporate name must be authorized by the affirmative vote of a majority of directors.”
— Ky. Rev. Stat. § 271B.3-020(l)(a) — 1 case
Gross v. Adcomm, Inc., 478 S.W.3d 396 (Ky. Ct. App. 2015). “See KRS 271B.3-020(l)(a) (providing that unless its articles of incorporation provide otherwise, every corporation has the right to “[s]ue and be sued, complain and defend in its corporate name.”
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