Kentucky Statutes 457.320 – Operation of entity or business
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Subject to the terms of a document or an agreement governing an entity or an entity ownership interest, and unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to operation of an entity or business authorizes the agent to:
(1) Operate, buy, sell, enlarge, reduce, or terminate an ownership interest;
(2) Perform a duty or discharge a liability and exercise in person or by proxy a right, power, privilege, or option that the principal has, may have, or claims to have;
(3) Enforce the terms of an ownership agreement;
(4) Initiate, participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept a compromise with respect to litigation to which the principal is a party because of an ownership interest;
(5) Exercise in person or by proxy, or enforce by litigation or otherwise, a right, power, privilege, or option the principal has or claims to have as the holder of stocks and bonds;
(6) Initiate, participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept a compromise with respect to litigation to which the principal is a party concerning stocks and bonds;
(7) With respect to an entity or business owned solely by the principal:
(a) Continue, modify, renegotiate, extend, and terminate a contract made by or on behalf of the principal with respect to the entity or business before execution of the power of attorney;
(b) Determine:
1. The location of its operation;
2. The nature and extent of its business;
3. The methods of manufacturing, selling, merchandising, financing, accounting, and advertising employed in its operation;
4. The amount and types of insurance carried; and
5. The mode of engaging, compensating, and dealing with its employees and accountants, attorneys, or other advisors;
(c) Change the name or form of organization under which the entity or business is operated and enter into an ownership agreement with other persons to take over all or part of the operation of the entity or business; and
(d) Demand and receive money due or claimed by the principal or on the principal’s behalf in the operation of the entity or business and control and disburse the money in the operation of the entity or business;
(8) Put additional capital into an entity or business in which the principal has an interest;
(9) Join in a plan of reorganization, consolidation, conversion, domestication, or merger of the entity or business;
(10) Sell or liquidate all or part of an entity or business;
(11) Establish the value of an entity or business under a buy-out agreement to which the principal is a party;
(12) Prepare, sign, file, and deliver reports, compilations of information, returns, or other papers with respect to an entity or business and make related payments; and
(13) Pay, compromise, or contest taxes, assessments, fines, or penalties and perform any other act to protect the principal from illegal or unnecessary taxation, assessments, fines, or penalties, with respect to an entity or business, including attempts to recover, in any manner permitted by law, money paid before or after the execution of the power of attorney.
Effective: July 15, 2020
History: Created 2020 Ky. Acts ch. 41, sec. 51, effective July 15, 2020.
(1) Operate, buy, sell, enlarge, reduce, or terminate an ownership interest;
Terms Used In Kentucky Statutes 457.320
- Agent: means a person granted authority to act for a principal under a power of attorney, whether denominated an agent, attorney-in-fact, or otherwise. See Kentucky Statutes 457.020
- Attorney: means attorney-at-law. See Kentucky Statutes 446.010
- Contract: A legal written agreement that becomes binding when signed.
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Kentucky Statutes 457.020
- Power of attorney: means a writing or other record that grants authority to an agent to act in the place of the principal, whether or not the term power of attorney is used. See Kentucky Statutes 457.020
- Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
- Principal: means an individual who grants authority to an agent in a power of attorney. See Kentucky Statutes 457.020
- Sign: means , with present intent to authenticate or adopt a record: (a) To execute or adopt a tangible symbol. See Kentucky Statutes 457.020
- Stocks and bonds: means stocks, bonds, mutual funds, and all other types of securities and financial instruments, whether held directly, indirectly, or in any other
manner. See Kentucky Statutes 457.020
(2) Perform a duty or discharge a liability and exercise in person or by proxy a right, power, privilege, or option that the principal has, may have, or claims to have;
(3) Enforce the terms of an ownership agreement;
(4) Initiate, participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept a compromise with respect to litigation to which the principal is a party because of an ownership interest;
(5) Exercise in person or by proxy, or enforce by litigation or otherwise, a right, power, privilege, or option the principal has or claims to have as the holder of stocks and bonds;
(6) Initiate, participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept a compromise with respect to litigation to which the principal is a party concerning stocks and bonds;
(7) With respect to an entity or business owned solely by the principal:
(a) Continue, modify, renegotiate, extend, and terminate a contract made by or on behalf of the principal with respect to the entity or business before execution of the power of attorney;
(b) Determine:
1. The location of its operation;
2. The nature and extent of its business;
3. The methods of manufacturing, selling, merchandising, financing, accounting, and advertising employed in its operation;
4. The amount and types of insurance carried; and
5. The mode of engaging, compensating, and dealing with its employees and accountants, attorneys, or other advisors;
(c) Change the name or form of organization under which the entity or business is operated and enter into an ownership agreement with other persons to take over all or part of the operation of the entity or business; and
(d) Demand and receive money due or claimed by the principal or on the principal’s behalf in the operation of the entity or business and control and disburse the money in the operation of the entity or business;
(8) Put additional capital into an entity or business in which the principal has an interest;
(9) Join in a plan of reorganization, consolidation, conversion, domestication, or merger of the entity or business;
(10) Sell or liquidate all or part of an entity or business;
(11) Establish the value of an entity or business under a buy-out agreement to which the principal is a party;
(12) Prepare, sign, file, and deliver reports, compilations of information, returns, or other papers with respect to an entity or business and make related payments; and
(13) Pay, compromise, or contest taxes, assessments, fines, or penalties and perform any other act to protect the principal from illegal or unnecessary taxation, assessments, fines, or penalties, with respect to an entity or business, including attempts to recover, in any manner permitted by law, money paid before or after the execution of the power of attorney.
Effective: July 15, 2020
History: Created 2020 Ky. Acts ch. 41, sec. 51, effective July 15, 2020.