2021 Kentucky Revised Statutes
Chapter 273 - Religious, charitable, and educational societies -- nonstock, nonprofit corporations
273.291 Effect of merger or consolidation.
Universal Citation:
KY Rev Stat § 273.291 (2021)
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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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