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

Ky. Rev. Stat. § 271B.6-220 (2026)

Liability of shareholders

✓ current as of May 2026
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(1) A purchaser from a corporation of its own shares shall not be liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.

(2) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation shall not be personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his own acts or conduct.

(3) That a corporation has a single shareholder is not a basis for setting aside the rule recited in subsection (2) of this section. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 88, effective July 12, 2012. -- Created 1988 Ky. Acts ch. 23, sec. 39, effective January 1, 1989.

Notes of Decisions
Cited in 11 cases (3 in the last 5 years), 2011–2025 · leading case: Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014).
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Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014). · cites it 2× “6-220 is the statute limiting the liability of corporate shareholders, which, under KRS 271B.14 — 050(2) (i), is not abated or suspended by dissolution.”
Inter-Tel Tech., Inc. v. Linn Station Props., LLC, 360 S.W.3d 152 (Ky. 2012). “KRS 271B.6-220(2) provides, "Unless otherwise provided in the articles of incorporation, a shareholder of a corporation shall not be personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.”
Martin v. Pack's Inc., 358 S.W.3d 481 (Ky. Ct. App. 2011). · cites it 3× “Based on KRS 271B.6-220(2), Martin contends that his actions were generally shielded from personal liability pursuant to the statute.”
CNH Capital Am. LLC v. Hunt Tractor, Inc., 568 F. App'x 461 (6th Cir. 2014). “1962) (citations omitted); see also KRS 271B.6-220(2) (“Unless otherwise provided in the articles of incorporation, a shareholder of a corporation .”
Raymond E. Fontaine Trust v. P & J Resources, Inc. (In re P & J Resources, Inc.), 475 B.R. 838 (Bankr. E.D. Ky. 2012). “Pursuant to Kentucky law, “unless otherwise provided in the articles of incorporation, a shareholder of a corporation shall not be personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.”
Uninsured Employers Fund v. Darlene Crowder (Ky. 2016). “See KRS 271B.6-220. The real question here is whether Pulaski is Crowder's employer despite the fact that Davis and Dick never transferred the assets and franchise agreement from the Quiznos to the corporation.”
Uninsured Employers Fund v. Darlene Crowder (Ky. 2016). “See KRS 271B.6-220. The real question here is whether Pulaski is Crowder's employer despite the fact that Davis and Dick never transferred the assets and franchise agreement from the Quiznos to the corporation.”
Providence Grp., Inc. v. Diane Holbrook as & Pers. Rep. of the Est. of Ralph Holbrook (Ky. Ct. App. 2024). “See also KRS 271B.6-220(2) and 275.150. In any event, piercing the corporate veil and vicarious liability are distinct theories of joint and several liability.”
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.”
CNH Capital Am. LLC v. Hunt Tractor, Inc. (6th Cir. 2014). “1962) (citations omitted); see also KRS 271B.6-220(2) (“Unless otherwise provided in the articles of incorporation, a shareholder of a corporation .”
— Ky. Rev. Stat. § 271B.6-220(2) — 6 cases
Inter-Tel Tech., Inc. v. Linn Station Props., LLC, 360 S.W.3d 152 (Ky. 2012). “KRS 271B.6-220(2) provides, "Unless otherwise provided in the articles of incorporation, a shareholder of a corporation shall not be personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.”
Martin v. Pack's Inc., 358 S.W.3d 481 (Ky. Ct. App. 2011). “Based on KRS 271B.6-220(2), Martin contends that his actions were generally shielded from personal liability pursuant to the statute.”
CNH Capital Am. LLC v. Hunt Tractor, Inc., 568 F. App'x 461 (6th Cir. 2014). “1962) (citations omitted); see also KRS 271B.6-220(2) (“Unless otherwise provided in the articles of incorporation, a shareholder of a corporation .”
Raymond E. Fontaine Trust v. P & J Resources, Inc. (In re P & J Resources, Inc.), 475 B.R. 838 (Bankr. E.D. Ky. 2012). “Pursuant to Kentucky law, “unless otherwise provided in the articles of incorporation, a shareholder of a corporation shall not be personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.”
Providence Grp., Inc. v. Diane Holbrook as & Pers. Rep. of the Est. of Ralph Holbrook (Ky. Ct. App. 2024). “See also KRS 271B.6-220(2) and 275.150. In any event, piercing the corporate veil and vicarious liability are distinct theories of joint and several liability.”
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