(1) The surviving constituent organization shall deliver to the Secretary of State
for filing articles of merger duly executed by each constituent organization setting
(a) The name and jurisdiction of incorporation, formation, or organization of each
constituent organization which is to merge;
(b) The plan of merger;
(c) The name of the surviving constituent organization;
(d) A statement that the plan of merger was duly authorized and approved by each constituent
organization in accordance with KRS 386A.7-020; and
(e) If the surviving constituent organization is not incorporated, formed, or organized
under the laws of this Commonwealth, a statement that the surviving constituent organization:
1. Agrees that it may be served with process in this Commonwealth in any proceeding
for enforcement of any obligation of any constituent organization party to the merger
that was incorporated, formed, or organized under the laws of this Commonwealth, as
well as for enforcement of any obligation of the surviving constituent organization
arising from the merger; and
2. Appoints the Secretary of State as its agent for service of process in any such
proceeding. The surviving constituent organization shall specify the address to which a copy
of the process shall be mailed to it by the Secretary of State.
(2) A merger shall take effect upon the effective date and time of the articles of
merger as provided in KRS 14A.2-070.
(3) A plan of merger approved in accordance with KRS 386A.7-020 may effect any amendment to the certificate of trust or governing instrument of a
statutory trust if it is the surviving constituent organization. An approved plan of merger may also provide that the governing instrument of any
constituent statutory trust to the merger, including a statutory trust formed for
the purpose of consummating a merger, shall be the governing instrument of the statutory
trust that is the surviving constituent organization. Any amendment to a certificate of trust or governing instrument or adoption of a
new governing instrument made pursuant to this subsection shall be effective at the
effective date and time of the merger.
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