271B.10-080 Amendment pursuant to reorganization.
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A corporation's articles of incorporation may be amended without action by the
board of directors or shareholders to carry out a plan of reorganization ordered or
decreed by a court of competent jurisdiction under federal statute if the articles of
incorporation after amendment contain only provisions required or permitted by
KRS 271B.2-020.
The individual or individuals designated by the court shall deliver to the Secretary
of State for filing articles of amendment setting forth:
(a) The name of the corporation;
(b) The text of each amendment approved by the court;
(c) The date of the court's order or decree approving the articles of amendment;
(d) The title of the reorganization proceeding in which the order or decree was
entered; and
(e) A statement that the court had jurisdiction of the proceeding under federal
statute.
Shareholders of a corporation undergoing reorganization shall not have dissenters'
rights except as and to the extent provided in the reorganization plan.
This section shall not apply after entry of a final decree in the reorganization
proceeding even though the court retains jurisdiction of the proceeding for limited
purposes unrelated to consummation of the reorganization plan.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 110, effective January 1, 1989.
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