275.500 Share exchange between corporation and limited liability company.
(1)
(2)
(3)
(4)
(5)
A limited liability company may acquire all or part of the outstanding shares of one
(1) or more classes or series of a domestic or foreign corporation if the corporation,
limited liability company, and a majority of their owners approve the exchange and,
if the corporation is a foreign corporation, the share exchange is permitted under the
laws of the state or country under which the foreign corporation is incorporated.
The plan of share exchange shall set forth:
(a) The name of the corporation whose shares will be acquired and the name of
the acquiring limited liability company;
(b) The terms and conditions of the exchange; and
(c) The manner and basis of exchanging the shares to be acquired for limited
liability company interests, obligations, or other securities of the acquiring
limited liability company or for cash or other property, in whole or part.
The plan of share exchange may set forth other provisions relating to the exchange.
This section shall not limit the power of a limited liability company to acquire all or
part of the shares of one (1) or more classes or series of a corporation through a
voluntary exchange or otherwise.
Unless otherwise provided in the articles of organization, a written operating
agreement, or a written plan of share exchange, no member of a limited liability
company shall have the right to dissent from a share exchange.
Effective: July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 5, effective July 15, 2010. - Created 2007 Ky. Acts ch. 137, sec. 5, effective June 26, 2007.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51, sec. 183,
provides, "The specific textual provisions of Sections 1 to 178 of this Act which
reflect amendments made to those sections by 2007 Ky. Acts ch. 137 shall be deemed
effective as of June 26, 2007, and those provisions are hereby made expressly
retroactive to that date, with the remainder of the text of those sections being
unaffected by the provisions of this section."
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