Download as PDF
362.541 Articles of merger.
(1)
(2)
(3)
(4)
After a plan of merger is approved by each domestic or foreign limited
partnership, limited liability company, or corporation that is a party to the
merger, the surviving domestic or foreign limited partnership, limited liability
company, or corporation shall deliver to the Secretary of State for filing articles
of merger duly executed by each party to the merger setting forth:
(a) The name of jurisdiction of formation or organization of each constituent
business entity which is to merge;
(b) The plan of merger;
(c) The name of the surviving business entity;
(d) A statement that the plan of merger was duly authorized and approved by
each constituent business entity in accordance with the laws applicable to
such business entity; and
(e) If the surviving entity is not a business entity organized under the laws of
this Commonwealth, a statement that the surviving business entity:
1.
Agrees that it may be served with process in this Commonwealth in
any proceeding for enforcement of any obligation of any constituent
business entity party to the merger that was organized under the
laws of this Commonwealth, as well as for enforcement of any
obligation of the surviving business entity arising from the merger;
and
2.
Appoints the Secretary of State as its agent for service of process in
any such proceedings. The surviving entity shall specify the address
to which a copy of process shall be mailed to it by the Secretary of
State.
The merger shall take effect on the later of the date of the filing of the articles
of merger or the date set forth in the articles of merger, in which case it shall
not be later than ninety (90) days after the date on which the articles of merger
were filed.
Upon the merger taking effect, if the surviving entity in the merger is a foreign
limited partnership or limited liability company, the entity shall be deemed:
(a) To appoint the Secretary of State as its agent for service of process in a
proceeding to enforce any obligation or rights of dissenting shareholders
of each domestic corporation party to the merger;
(b) To agree that it will promptly pay to the dissenting shareholders of each
domestic corporation party to the merger the amount, if any, to which they
are entitled under Subtitle 13 of KRS 271B; and
(c) To agree, to the extent required by Section 200 of the Constitution, that
the courts of this Commonwealth shall retain jurisdiction over that part of
the corporate property within the limits of this Commonwealth in all
matters which may arise as if the transaction had not taken place.
The articles of merger filed by the surviving entity in accordance with this
section shall also be deemed to have been filed for any domestic limited
liability company party to the merger in accordance with the applicable
provisions of the Kentucky Revised Statutes and for any domestic corporation
(5)
(6)
party to the merger in accordance with KRS Chapter 271B.
The filing of articles of merger shall act as a certificate of cancellation as
described in KRS 362.419 for a domestic limited partnership that is not the
surviving entity of the merger and that partnership's certificate of limited
partnership shall be canceled upon the effective date of the articles of merger.
The Secretary of State shall receive a fee of fifty dollars ($50) for the filing of
each articles of merger.
Effective:June 26, 2007
History: Repeal the prior repeal contained in 2006 Ky. Acts ch. 149, sec. 239,
which was to have been effective January 1, 2008, 2007 Ky. Acts ch. 137,
sec. 180, effective June 26, 2007. -- Repealed 2006 Ky. Acts ch. 149, sec. 239,
effective January 1, 2008. -- Created 1994 Ky. Acts ch. 389, sec. 114, effective
July 15, 1994.
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.