Corporate Appraisal and Dissenters'-Rights Procedure in Kentucky

At a glance

Requirements one by one

Transactions and absence of a market-out

Subtitle 13 covers approval-required and parent mergers, an acquired-company share exchange, a qualifying all-or-substantially-all property disposition, conversion to an LLC or statutory trust, specified adverse or fractional charter amendments, public-benefit changes, and rights added by the articles, bylaws, or board. It does not separately name domestication. KRS § 271B.13-020(1).

The entitlement section states no public-market, holder-count, consideration, interested-transaction, or preferred-share exclusion. That absence does not establish entitlement without the exact transaction, share, holder, notice, vote, and demand conditions. KRS § 271B.13-020.

Owners, notices, and preservation

A record holder splitting its position must dissent for all shares beneficially owned by each represented person and give that person's name and address. A beneficial owner proceeding directly needs the record holder's written consent by assertion and must include all owned or vote-directed shares. KRS § 271B.13-030.

Meeting notice states that rights are or may be available and promises a copy of Subtitle 13 to a voting shareholder who requests it. A no-vote action instead requires written notice that the action was taken and the later dissenters' notice. KRS § 271B.13-200.

For a meeting, written intent must reach the corporation before the vote, and the holder must not vote the shares for the action. Missing either condition bars payment. KRS § 271B.13-210.

Demand, deposit, and payment

The dissenters' notice is due no later than 10 days after shareholder authorization or, if there was none, board authorization. It gives demand and deposit destinations, uncertificated-share restrictions, the announcement date and acquisition certification, a demand date 30 to 60 days after delivery, and a copy of Subtitle 13. KRS § 271B.13-220.

The holder must demand payment, certify acquisition timing, and deposit certificates under the notice. Missing the demand or required deposit deadline bars payment. KRS § 271B.13-230.

Ordinary payment is the corporation's estimate plus interest as soon as the action is taken, or upon receipt of the payment demand, with current-enough financials, the estimate, interest explanation, and additional-demand warning. KRS § 271B.13-250. If the transaction is not taken within 60 days after the demand/deposit date, certificates and transfer restrictions are returned; later action restarts notice and demand. KRS § 271B.13-260.

The corporation may withhold for post-announcement shares and make the statutory offer. A dissatisfied holder has 30 days after payment or offer to state a written estimate and further demand; the same section covers specified 60-day payment and return failures. KRS § 271B.13-270; KRS § 271B.13-280.

Court and remedy boundary

The corporation petitions within 60 days after receiving an unsettled further demand or pays it. Venue is the principal- or registered-office county Circuit Court, with a domestic-predecessor rule for a foreign survivor or acquirer. All unsettled dissenters become parties; jurisdiction is plenary and exclusive, ordinary civil discovery applies, and the court may appoint appraisers. KRS § 271B.13-300.

Costs ordinarily fall on the corporation, with equitable shifting for arbitrary, vexatious, or bad-faith conduct. Counsel and expert fees have separate corporate-noncompliance and misconduct rules. KRS § 271B.13-310.

A shareholder entitled to dissent may challenge the action only through an application for injunctive relief before consummation. This survey does not apply that boundary to a real fiduciary, disclosure, securities, or transaction dispute. KRS § 271B.13-020(2).

What trips people up

The first meeting notice need not attach Subtitle 13. It must undertake to provide a copy when an entitled voting shareholder asks; the later dissenters' notice does include the subtitle. KRS § 271B.13-200(1); KRS § 271B.13-220(2)(e).

Kentucky's notice clock runs from authorization, not effectiveness. The 10-day period follows shareholder authorization or, without it, board authorization. KRS § 271B.13-220(2).

The fair-value definition contains a special floor for transactions subject to KRS 271B.12-210 or exempted by KRS 271B.12-220(2). Calculating that floor or selecting a valuation method is outside this survey. KRS § 271B.13-010(3).

Common questions

Does Subtitle 13 state a voluntary withdrawal rule?

No express voluntary-withdrawal procedure appears in the subtitle. That does not resolve agreement, waiver, or another rule outside this statutory route. KRS §§ 271B.13-010 to 271B.13-310.

Who starts the court appraisal?

The corporation must petition within 60 days after receiving an unsettled further demand. If it does not, it owes the demanded amount. KRS § 271B.13-300(1).

Does the court section provide a special jury rule?

No special jury provision appears in Sections 271B.13-300 and 271B.13-310. The statute instead grants plenary and exclusive jurisdiction, ordinary civil discovery, and an optional appraiser mechanism. KRS §§ 271B.13-300 to 271B.13-310.

Statutes and sources

• KRS §§ 271B.13-010 to -030 define the parties, value, interest, triggers, remedy limit, and owner rules. Accessed September 5, 2026.
• KRS §§ 271B.13-200 to -280 govern notice, intent, demand, deposits, payment, later-acquired shares, and further demand. Accessed September 5, 2026.
• KRS §§ 271B.13-300 to -310 govern the court proceeding and cost and fee allocation. Accessed September 5, 2026.