Kentucky Statutes 272A.16-070 – Articles of merger — Effective date
Current as of: 2024 | Check for updates
|
Other versions
(1) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative.
(2) The articles of merger shall include:
(a) The name and form of each constituent entity and the jurisdiction of its governing statute;
(b) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created by the merger, a statement to that effect;
(c) The date the merger is effective under the governing statute of the surviving entity;
(d) If the surviving entity is to be created by the merger, the limited cooperative association’s articles of association;
(e) If the surviving entity is not created by the merger, any amendments provided for in the plan of merger to its articles of association;
(f) A statement as to each constituent entity that the merger was approved as required by the entity’s governing statute; and
(g) Any additional information required by the governing statute of any constituent entity.
(3) The limited cooperative association that is the surviving entity to a merger shall deliver the articles of merger to the Secretary of State for filing.
(4) A merger becomes effective upon the articles of merger being effective as provided in KRS § 14A.2-070.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 116, effective July 12, 2012.
(2) The articles of merger shall include:
Terms Used In Kentucky Statutes 272A.16-070
- Articles of association: means the articles of association of a limited cooperative association required by KRS §. See Kentucky Statutes 272A.1-020
- Constituent entity: means an entity that is a party to a merger. See Kentucky Statutes 272A.16-010
- Cooperative: means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction. See Kentucky Statutes 272A.1-020
- Entity: means an entity or a foreign entity, both as defined in KRS §. See Kentucky Statutes 272A.1-020
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Secretary: means the officer designated pursuant to KRS §. See Kentucky Statutes 272A.1-020
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Kentucky Statutes 272A.1-020
- Statute: A law passed by a legislature.
- Surviving entity: means an entity into which one (1) or more other entities are merged, whether the entity existed before the merger or is created by the merger. See Kentucky Statutes 272A.16-010
(a) The name and form of each constituent entity and the jurisdiction of its governing statute;
(b) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created by the merger, a statement to that effect;
(c) The date the merger is effective under the governing statute of the surviving entity;
(d) If the surviving entity is to be created by the merger, the limited cooperative association’s articles of association;
(e) If the surviving entity is not created by the merger, any amendments provided for in the plan of merger to its articles of association;
(f) A statement as to each constituent entity that the merger was approved as required by the entity’s governing statute; and
(g) Any additional information required by the governing statute of any constituent entity.
(3) The limited cooperative association that is the surviving entity to a merger shall deliver the articles of merger to the Secretary of State for filing.
(4) A merger becomes effective upon the articles of merger being effective as provided in KRS § 14A.2-070.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 116, effective July 12, 2012.