Kentucky Statutes 271B.11-010 – Merger
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(1) One (1) or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by KRS
271B.11-030) approve a plan of merger. (2) The plan of merger shall set forth:
(a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving corporation; and
(b) Other provisions relating to the merger.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 114, effective January 1, 1989.
271B.11-030) approve a plan of merger. (2) The plan of merger shall set forth:
Terms Used In Kentucky Statutes 271B.11-010
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
(a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving corporation; and
(b) Other provisions relating to the merger.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 114, effective January 1, 1989.