Kentucky Statutes 273.293 – Merger or consolidation of domestic and foreign corporations and limited liability companies
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(1) One (1) or more domestic corporations, a domestic corporation and a domestic limited liability company, and one (1) or more foreign corporations of the type that may be organized under KRS § 273.161 to KRS § 273.390 or KRS Chapter 275 may be merged into one (1) of such domestic corporations, or consolidated into a new corporation to be formed under KRS § 273.161 to KRS § 273.390, provided that the foreign corporation or corporations are authorized by the laws of the government under which they were formed to effect such merger or consolidation. Each domestic corporation or limited liability company shall comply with the provisions of KRS
273.161 to 273.390 with respect to the merger or consolidation, as the case may be, of domestic corporations, limited liability companies and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized and of this state.
(2) After approval by the members, or if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
Effective: June 27, 2019
History: Amended 2019 Ky. Acts ch. 131, sec. 3, effective June 27, 2019. — Created
1968 Ky. Acts ch. 165, sec. 42.
273.161 to 273.390 with respect to the merger or consolidation, as the case may be, of domestic corporations, limited liability companies and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized and of this state.
Terms Used In Kentucky Statutes 273.293
- Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- 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
- Domestic: when applied to a corporation, partnership, business trust, or limited liability company, means all those incorporated or formed by authority of this state. See Kentucky Statutes 446.010
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(2) After approval by the members, or if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
Effective: June 27, 2019
History: Amended 2019 Ky. Acts ch. 131, sec. 3, effective June 27, 2019. — Created
1968 Ky. Acts ch. 165, sec. 42.