271B.11-050 Articles of merger or share exchange.
(1)
(2)
After a plan of merger or share exchange is approved by the shareholders, or
adopted by the board of directors if shareholder approval is not required, the
surviving or acquiring corporation shall deliver to the Secretary of State for filing
articles of merger or share exchange setting forth:
(a) The plan of merger or share exchange;
(b) If shareholder approval was not required, a statement to that effect; and
(c) If approval of the shareholders of one (1) or more corporations party to the
merger or share exchange was required:
1.
The designation, number of outstanding shares, and number of votes
entitled to be cast by each voting group entitled to vote separately on the
plan as to each corporation; and
2.
Either the total number of votes cast for and against the plan by each
voting group entitled to vote separately on the plan or the total number
of undisputed votes cast for the plan separately by each voting group
and a statement that the number cast for the plan by each voting group
was sufficient for approval by that voting group.
A merger or share exchange shall take effect upon the effective date of the articles
of merger or share exchange.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 118, effective January 1, 1989.
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