Download as PDF
386A.7-050 Effect of merger.
A merger shall have the following effects:
(1) The constituent organizations that are parties to the merger shall be a single
entity, which shall be the entity designated in the plan of merger as the
surviving constituent organization;
(2) Each constituent organization, except the surviving constituent organization,
shall cease to exist;
(3) The surviving constituent organization shall possess all the rights, privileges,
immunities, and powers of each constituent organization and shall be subject
to all the restrictions, disabilities, and duties of each of the constituent
organizations to the extent the rights, privileges, immunities, powers,
restrictions, disabilities, and duties are applicable to the type of constituent
organization that is the surviving constituent organization;
(4) All property, real, personal, and intangible, and all debts due on whatever
account, including promises to make capital contributions and subscriptions for
shares, beneficial interests, limited liability company interests or other interests
in a constituent organization, and all other choses in action, and all and every
other interest of, belonging to, or due to each of the constituent organizations
shall be vested in the surviving constituent organization without further act or
deed;
(5) The title to all property, whether real, personal, or intangible, and any interest
therein, vested in any constituent organization shall not revert or be in any way
impaired by reason of the merger;
(6) The surviving constituent organization shall be liable for all liabilities and
obligations of each of the constituent organizations merged, and any claim
existing or action or proceeding pending by or against any constituent
organization may be prosecuted as if the merger had not taken place, or the
surviving constituent organization may be substituted in the action;
(7) Neither the rights of creditors nor any liens on the property of any constituent
organization shall be impaired by the merger;
(8) The interests in a constituent organization that are to be converted or
exchanged into interests, other securities, cash, obligations, or other property
under the terms of the plan of merger are so converted, and the former holders
thereof are entitled only to the rights provided in the plan of merger or the rights
otherwise provided by law; and
(9) A partner or, in the case of a limited partnership, a general partner, who
becomes a beneficial owner of a statutory trust as a result of a merger, shall
remain liable as a partner or general partner for an obligation incurred by the
partnership or limited partnership before the merger takes effect. A limited
partner who becomes a beneficial owner as a result of a merger shall remain
liable only as a limited partner for an obligation incurred by the limited
partnership before the merger takes effect. A partners liability for all other
obligations of the statutory trust incurred after the merger takes effect shall be
that of a beneficial owner as provided in this chapter.
Effective:July 12, 2012
History: Created 2012 Ky. Acts ch. 81, sec. 60, effective July 12, 2012.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.