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273.291 Effect of merger or consolidation.
When a merger or consolidation has been effected:
(1) The several corporations parties to the plan of merger or consolidation shall be
a single corporation, which, in the case of a merger, shall be that corporation
designated in the plan of merger as the surviving corporation, and, in the case
of a consolidation, shall be the new corporation provided for in the plan of
consolidation.
(2) The separate existence of all corporations parties to the plan of merger or
consolidation, except the surviving or new corporation, shall cease.
(3) Such surviving or new corporation shall have all the rights, privileges,
immunities and powers and shall be subject to all the duties and liabilities of a
corporation organized under KRS 273.161 to 273.390.
(4) Such surviving or new corporation shall thereupon and thereafter possess all
the rights, privileges, immunities, and franchises, as well of a public as of a
private nature, of each of the merging or consolidating corporations; and all
property, real, personal and mixed, and all debts due on whatever account, and
all other choses in action, and all and every other interest, of or belonging to or
due to each of the corporations so merged or consolidated, shall be taken and
deemed to be transferred to and vested in such single corporation without
further act or deed; and the title to any real estate, or any interest therein,
vested in any of such corporations shall not revert or be in any way impaired by
reason of such merger or consolidation.
(5) Such surviving or new corporation shall thenceforth be responsible and liable
for all the liabilities and obligations of each of the corporations so merged or
consolidated; and any claim existing or action or proceeding pending by or
against any of such corporations may be prosecuted as if such merger or
consolidation had not taken place, or such surviving or new corporation may be
substituted in its place. Neither the rights of creditors nor any liens upon the
property of any such corporation shall be impaired by such merger or
consolidation.
(6) In the case of a merger, the articles of incorporation of the surviving
corporation shall be deemed to be amended to the extent, if any, that changes
in its articles of incorporation are stated in the plan of merger; and, in the case
of a consolidation, the statements set forth in the articles of consolidation and
which are required or permitted to be set forth in the articles of incorporation of
corporations organized under KRS 273.161 to 273.390 shall be deemed to be
the articles of incorporation of the new corporation.
Effective:January 1, 1989
History: Amended 1988 Ky. Acts ch. 23, sec. 205, effective January 1, 1989. -Created 1968 Ky. Acts ch. 165, sec. 41.
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