Kentucky Statutes 271B.11-050 – Articles of merger or share exchange
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(1) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth:
(a) The names of the parties to the merger or share exchange;
(b) The name of the surviving corporation, if a merger, or the name of the acquiring corporation, if a share exchange;
(c) If a merger, the information required by KRS § 271B.11-010(2)(c);
(d) If a merger, any amendment to the articles of incorporation of the surviving corporation;
(e) If a share exchange, the information required by KRS § 271B.11-020(2)(c); (f) If shareholder approval was not required, a statement to that effect; and
(g) If approval of the shareholders of one (1) or more corporations party to the merger or share exchange was required:
1. The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and
2. Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.
(2) A merger or share exchange shall take effect upon the effective date of the articles of merger or share exchange.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 9, effective June 24, 2015. — Created
1988 Ky. Acts ch. 23, sec. 118, effective January 1, 1989.
Legislative Research Commission Note (6/24/2015). During codification, the Reviser of Statutes has corrected a manifest clerical or typographical error in subsection (1)(e) of this statute from the way it appeared in 2015 Ky. Acts ch. 34, sec. 9 by changing a citation to “KRS § 271B.11-020(c)” to read “KRS § 271B.11-020(2)(c).” None of the text of the subsection was changed.
(a) The names of the parties to the merger or share exchange;
Terms Used In Kentucky Statutes 271B.11-050
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under KRS §. See Kentucky Statutes 271B.1-400
- Share: means the unit into which the proprietary interests in a corporation are divided. See Kentucky Statutes 271B.1-400
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Kentucky Statutes 271B.1-400
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
- Statute: A law passed by a legislature.
- Voting group: means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Kentucky Statutes 271B.1-400
(b) The name of the surviving corporation, if a merger, or the name of the acquiring corporation, if a share exchange;
(c) If a merger, the information required by KRS § 271B.11-010(2)(c);
(d) If a merger, any amendment to the articles of incorporation of the surviving corporation;
(e) If a share exchange, the information required by KRS § 271B.11-020(2)(c); (f) If shareholder approval was not required, a statement to that effect; and
(g) If approval of the shareholders of one (1) or more corporations party to the merger or share exchange was required:
1. The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and
2. Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.
(2) A merger or share exchange shall take effect upon the effective date of the articles of merger or share exchange.
Effective: June 24, 2015
History: Amended 2015 Ky. Acts ch. 34, sec. 9, effective June 24, 2015. — Created
1988 Ky. Acts ch. 23, sec. 118, effective January 1, 1989.
Legislative Research Commission Note (6/24/2015). During codification, the Reviser of Statutes has corrected a manifest clerical or typographical error in subsection (1)(e) of this statute from the way it appeared in 2015 Ky. Acts ch. 34, sec. 9 by changing a citation to “KRS § 271B.11-020(c)” to read “KRS § 271B.11-020(2)(c).” None of the text of the subsection was changed.