Kentucky Statutes 273.382 – Conversion of Chapter 271B corporation to corporation governed by KRS 273.161 to 273.387
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(1) A corporation organized under KRS Chapter 271B or its predecessors may convert to a corporation organized under and governed by KRS § 273.161 to KRS § 273.387 as authorized by KRS § 271B.10-010.
(2) A corporation that has been converted under KRS § 271B.10-010 shall be for all purposes the same entity that existed before the conversion.
(3) Upon the filing of amended and restated articles of incorporation satisfying the requirements of KRS § 271B.10-010:
(a) All property and contract rights owned by, and all rights, privileges, and immunities of, the converting corporation shall remain vested in the converted corporation without assignment, reversion, or impairment;
(b) All obligations of the converting corporation shall continue as obligations of the converted corporation;
(c) An action or proceeding pending against the converting corporation may be continued as if the conversion had not taken place, and the name of the converted corporation may be substituted in any pending action or proceeding in the name of the converting corporation; and
(d) The corporation shall be a nonstock, nonprofit corporation governed by and subject to all of the limitations and requirements imposed by KRS § 273.161 to
273.387.
(4) Nothing in this section shall authorize the conversion of a corporation organized under this chapter to a corporation organized under KRS Chapter 271B.
Effective: June 20, 2005
History: Created 2005 Ky. Acts ch. 182, sec. 10, effective June 20, 2005.
(2) A corporation that has been converted under KRS § 271B.10-010 shall be for all purposes the same entity that existed before the conversion.
Terms Used In Kentucky Statutes 273.382
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Contract: A legal written agreement that becomes binding when signed.
- 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
(3) Upon the filing of amended and restated articles of incorporation satisfying the requirements of KRS § 271B.10-010:
(a) All property and contract rights owned by, and all rights, privileges, and immunities of, the converting corporation shall remain vested in the converted corporation without assignment, reversion, or impairment;
(b) All obligations of the converting corporation shall continue as obligations of the converted corporation;
(c) An action or proceeding pending against the converting corporation may be continued as if the conversion had not taken place, and the name of the converted corporation may be substituted in any pending action or proceeding in the name of the converting corporation; and
(d) The corporation shall be a nonstock, nonprofit corporation governed by and subject to all of the limitations and requirements imposed by KRS § 273.161 to
273.387.
(4) Nothing in this section shall authorize the conversion of a corporation organized under this chapter to a corporation organized under KRS Chapter 271B.
Effective: June 20, 2005
History: Created 2005 Ky. Acts ch. 182, sec. 10, effective June 20, 2005.