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275.360 Articles of merger.
(1)
(2)
(3)
(4)
The business entity surviving from the merger shall deliver to the Secretary of
State for filing articles of merger duly executed by each constituent business
entity 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 KRS 275.350; 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 proceeding. The surviving entity shall specify the address
to which a copy of the process shall be mailed to it by the Secretary
of State.
A merger shall take effect upon the later of the effective date of the filing of the
articles of merger or the date set forth in the articles of merger.
The articles of merger shall be executed by a limited liability company that is a
party to the merger in the manner provided for in KRS 14A.2-020 and shall be
filed with the Secretary of State in the manner provided for in KRS 14A.2-010.
A plan of merger approved in accordance with KRS 275.350 may effect any
amendment to an operating agreement for a limited liability company if it is the
surviving company in the merger. An approved plan of merger may also
provide that the operating agreement of any constituent limited liability
company to the merger, including a limited liability company formed for the
purpose of consummating a merger, shall be the operating agreement of the
limited liability company that is the surviving business entity. Any amendment
to an operating agreement or adoption of a new operating agreement made
pursuant to this subsection shall be effective at the effective time and date of
the merger. The provisions of this subsection shall not be construed to limit the
accomplishment of a merger or of any of the matters referred to in this section
by any other means provided for in an operating agreement or other agreement
or as otherwise permitted by law.
Effective:January 1, 2011
History: Amended 2010 Ky. Acts ch. 133, sec. 41, effective July 15, 2010; and
amended ch. 151, sec. 126, effective January 1, 2011. -- Created 1994 Ky. Acts
ch. 389, sec. 72, effective July 15, 1994.
Legislative Research Commission Note (1/1/2011). This section was amended
by 2010 Ky. Acts chs. 133 and 151, which do not appear to be in conflict and
have been codified together.
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