Kentucky Statutes 362.1-907 – Statement of merger
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(1) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.
(2) A statement of merger shall contain:
(a) The name of each partnership or limited partnership that is a party to the merger;
(b) The name of the surviving entity into which the other partnerships or limited partnership were merged;
(c) The street address of the surviving entity’s chief executive office and of an office in this Commonwealth, if any;
(d) Whether the surviving entity is a partnership or a limited partnership; and
(e) The effective date of this merger as determined in accordance with KRS
362.1-905(5).
(3) Except as otherwise provided in subsection (4) of this section, for the purposes of KRS § 362.1-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(4) For the purposes of KRS § 362.1-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(5) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to KRS § 362.1-105(3), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (2) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (3) and (4) of this section.
(6) A limited partnership party to a merger with a partnership shall file with the Secretary of State such documents as are provided for in the law governing the limited partnership.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 67, effective July 12, 2006.
(2) A statement of merger shall contain:
Terms Used In Kentucky Statutes 362.1-907
- Entity: means a corporation, foreign corporation, not-for-profit corporation, profit or not-for-profit unincorporated association, business or statutory trust, estate, partnership, limited partnership, trust, two (2) or more persons having a joint or common economic interest, and a state, national, or foreign government. See Kentucky Statutes 362.1-101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two (2) or more persons to carry on as co- owners a business for profit formed under KRS §. See Kentucky Statutes 362.1-101
- Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Kentucky Statutes 362.1-101
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Kentucky Statutes 362.1-101
- Statement: means a statement of partnership authority under KRS §. See Kentucky Statutes 362.1-101
(a) The name of each partnership or limited partnership that is a party to the merger;
(b) The name of the surviving entity into which the other partnerships or limited partnership were merged;
(c) The street address of the surviving entity’s chief executive office and of an office in this Commonwealth, if any;
(d) Whether the surviving entity is a partnership or a limited partnership; and
(e) The effective date of this merger as determined in accordance with KRS
362.1-905(5).
(3) Except as otherwise provided in subsection (4) of this section, for the purposes of KRS § 362.1-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(4) For the purposes of KRS § 362.1-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(5) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to KRS § 362.1-105(3), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (2) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (3) and (4) of this section.
(6) A limited partnership party to a merger with a partnership shall file with the Secretary of State such documents as are provided for in the law governing the limited partnership.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 67, effective July 12, 2006.