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386A.7-040 Articles of merger.
(1)
(2)
(3)
The surviving constituent organization shall deliver to the Secretary of State for
filing articles of merger duly executed by each constituent organization setting
forth:
(a) The name and jurisdiction of incorporation, formation, or organization of
each constituent organization which is to merge;
(b) The plan of merger;
(c) The name of the surviving constituent organization;
(d) A statement that the plan of merger was duly authorized and approved by
each constituent organization in accordance with KRS 386.7-020; and
(e) If the surviving constituent organization is not incorporated, formed, or
organized under the laws of this Commonwealth, a statement that the
surviving constituent organization:
1.
Agrees that it may be served with process in this Commonwealth in
any proceeding for enforcement of any obligation of any constituent
organization party to the merger that was incorporated, formed, or
organized under the laws of this Commonwealth, as well as for
enforcement of any obligation of the surviving constituent
organization arising from the merger; and
2.
Appoints the Secretary of State as its agent for service of process in
any such proceeding. The surviving constituent organization shall
specify the address to which a copy of the process shall be mailed
to it by the Secretary of State.
A merger shall take effect upon the effective date and time of the articles of
merger as provided in KRS 14A.2-070.
A plan of merger approved in accordance with KRS 386A.7-020 may effect any
amendment to the certificate of trust or governing instrument of a statutory trust
if it is the surviving constituent organization. An approved plan of merger may
also provide that the governing instrument of any constituent statutory trust to
the merger, including a statutory trust formed for the purpose of consummating
a merger, shall be the governing instrument of the statutory trust that is the
surviving constituent organization. Any amendment to a certificate of trust or
governing instrument or adoption of a new governing instrument made
pursuant to this subsection shall be effective at the effective date and time of
the merger.
Effective:July 12, 2012
History: Created 2012 Ky. Acts ch. 81, sec. 59, effective July 12, 2012.
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