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362.2-958 Filings required for merger -- Effective date.
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After a plan of merger is approved by each domestic or foreign partnership,
limited partnership, limited liability company, or corporation that is a party to the
merger, the surviving domestic or foreign partnership, 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 and 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
partnership, 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; and
(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 Chapter 271B.
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 KRS Chapter 275 and for any domestic corporation party to the
merger in accordance with KRS Chapter 271B.
The filing of articles of merger shall act to cancel the certificate of limited
partnership 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.
Effective:July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 162, effective July 15,
2010. -- Amended 2007 Ky. Acts ch. 137, sec. 162, effective June 26, 2007. -Created 2006 Ky. Acts ch. 149, sec. 183, effective July 12, 2006.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51,
sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this
Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137
shall be deemed effective as of June 26, 2007, and those provisions are hereby
made expressly retroactive to that date, with the remainder of the text of those
sections being unaffected by the provisions of this section."
Formerly codified as KRS 362.2-1108.
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