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Current as of January 01, 2021 | Updated by FindLaw Staff
(1) Each constituent business entity shall enter into a written plan of merger, which shall be approved in accordance with KRS 275.350.
(2) The plan of merger shall set forth:
(a) The name of each constituent business entity that is a party to the merger and the name of the surviving business entity into which each constituent business entity proposes to merge;
(b) The terms and conditions of the proposed merger, including but not limited to, a statement which sets forth whether limited liability is retained by the surviving business entity;
(c) The manner and basis of converting the interests in each limited liability company and the interests in each business entity that is a party to the merger into interests, shares, or other securities or obligations, as the case may be, of the surviving entity, or of any other business entity, or, in whole or in part, into cash or other property;
(d) The amendments to the articles of organization of a limited liability company, or articles of incorporation of a corporation or certificate of limited partnership, as the case may be, of the surviving business entity as are desired to be effected by the merger, or that no changes are desired;
(e) Other provisions relating to the proposed merger that are deemed necessary or desirable.
Cite this article: FindLaw.com - Kentucky Revised Statutes Title XXIII. Private Corporations and Associations § 275.355.Plan of merger - last updated January 01, 2021 | https://codes.findlaw.com/ky/title-xxiii-private-corporations-and-associations/ky-rev-st-sect-275-355/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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