There is a newer version of this Section
2022
2021 (you are here)
2020
2019
2018
Other previous versions
View our newest version here

2021 Kentucky Revised Statutes
Chapter 271B - Business corporations
Subtitle 271B.11 - Merger and Share Exchange
271B.11-060 Effect of merger or share exchange.

Universal Citation: KY Rev Stat § 271B.11-060 (2021)
Previous Next

Download as PDF
271B.11-060 Effect of merger or share exchange. (1) (2) When a merger takes effect: (a) Every other corporation party to the merger shall merge into the surviving corporation and the separate existence of every corporation, except the surviving corporation, shall cease; (b) The title to all property, whether real, personal, or intangible, owned by each corporation party to the merger shall be vested in the surviving corporation without reversion or impairment; (c) The surviving corporation shall have all liabilities of each corporation party to the merger; (d) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; (e) The articles of incorporation of the surviving corporation shall be amended to the extent provided in the articles of merger; and (f) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property shall be converted, and the former holders of the shares shall be entitled only to the rights provided in the articles of merger or to their rights under Subtitle 13. When a share exchange takes effect, the shares of each acquired corporation shall be exchanged as provided in the articles of share exchange, and the former holders of the shares shall be entitled only to the exchange rights provided in the articles of share exchange or to their rights under Subtitle 13. Effective: June 24, 2015 History: Amended 2015 Ky. Acts ch. 34, sec. 10, effective June 24, 2015. -- Amended 2012 Ky. Acts ch. 81, sec. 91, effective July 12, 2012. -- Created 1988 Ky. Acts ch. 23, sec. 119, effective January 1, 1989.
Previous Next
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.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.