Kentucky Constitution Articles 13. Corporations
Kentucky Constitution – Article XIII: Corporations
Overview:
Article XIII of the Kentucky Constitution governs corporations, especially with regard to their formation, regulation, and operation within the state. This article reflects the 19th-century distrust of unchecked corporate power and includes detailed restrictions meant to ensure public accountability.
🔑 Key Provisions in Article XIII – Corporations:
While exact numbering may vary slightly depending on formatting, the main themes and sections include:
Section 1 – Legislative Control
The General Assembly has the power to alter, revoke, or annul any charter of incorporation, subject to due process and vested rights.
Section 2 – Formation Under General Laws
Corporations can only be formed under general laws.
Special laws creating corporations are prohibited, except for municipal corporations.
Section 3 – Corporate Powers
Corporations can exercise only the powers granted by law.
The legislature can revoke or limit powers if deemed necessary for the public good.
Section 4 – Foreign Corporations
Foreign corporations must adhere to Kentucky laws and can be regulated by the General Assembly.
They must designate an agent within Kentucky for legal service.
Section 5 – Liability of Stockholders
Stockholders are generally not liable for corporate debts beyond the amount of their investment, unless otherwise specified by law.
Section 6 – Railroads and Public Carriers (Often included)
Often applies specific restrictions to railroad companies and other transportation corporations regarding rates, services, and competition.
Section 7 – Anti-Monopoly/Anti-Trust Provisions
The Constitution prohibits monopolies, trusts, and exclusive privileges that interfere with free competition.
📝 Summary:
Purpose: Prevent abuse of corporate power, ensure transparency, and promote equal opportunity in commerce.
Focus Areas: General incorporation laws, revocability of charters, foreign corporate regulation, and stockholder liability.
Historical Context: Reflects populist-era concerns about railroads, monopolies, and banking power.
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