Kentucky Statutes 386A.7-040 – Articles of merger
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(1) The surviving constituent organization shall deliver to the Secretary of State for filing articles of merger duly executed by each constituent organization setting forth:
(a) The name and jurisdiction of incorporation, formation, or organization of each constituent organization which is to merge;
(b) The plan of merger;
(c) The name of the surviving constituent organization;
(d) A statement that the plan of merger was duly authorized and approved by each constituent organization in accordance with KRS § 386A.7-020; and
(e) If the surviving constituent organization is not incorporated, formed, or organized under the laws of this Commonwealth, a statement that the surviving constituent organization:
1. Agrees that it may be served with process in this Commonwealth in any proceeding for enforcement of any obligation of any constituent organization party to the merger that was incorporated, formed, or organized under the laws of this Commonwealth, as well as for enforcement of any obligation of the surviving constituent organization arising from the merger; and
2. Appoints the Secretary of State as its agent for service of process in any such proceeding. The surviving constituent organization shall specify the address to which a copy of the process shall be mailed to it by the Secretary of State.
(2) A merger shall take effect upon the effective date and time of the articles of merger as provided in KRS § 14A.2-070.
(3) A plan of merger approved in accordance with KRS § 386A.7-020 may effect any amendment to the certificate of trust or governing instrument of a statutory trust if it is the surviving constituent organization. An approved plan of merger may also provide that the governing instrument of any constituent statutory trust to the merger, including a statutory trust formed for the purpose of consummating a merger, shall be the governing instrument of the statutory trust that is the surviving constituent organization. Any amendment to a certificate of trust or governing instrument or adoption of a new governing instrument made pursuant to this subsection shall be effective at the effective date and time of the merger.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 81, sec. 59, effective July 12, 2012.
(a) The name and jurisdiction of incorporation, formation, or organization of each constituent organization which is to merge;
Terms Used In Kentucky Statutes 386A.7-040
- 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.
- 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.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(b) The plan of merger;
(c) The name of the surviving constituent organization;
(d) A statement that the plan of merger was duly authorized and approved by each constituent organization in accordance with KRS § 386A.7-020; and
(e) If the surviving constituent organization is not incorporated, formed, or organized under the laws of this Commonwealth, a statement that the surviving constituent organization:
1. Agrees that it may be served with process in this Commonwealth in any proceeding for enforcement of any obligation of any constituent organization party to the merger that was incorporated, formed, or organized under the laws of this Commonwealth, as well as for enforcement of any obligation of the surviving constituent organization arising from the merger; and
2. Appoints the Secretary of State as its agent for service of process in any such proceeding. The surviving constituent organization shall specify the address to which a copy of the process shall be mailed to it by the Secretary of State.
(2) A merger shall take effect upon the effective date and time of the articles of merger as provided in KRS § 14A.2-070.
(3) A plan of merger approved in accordance with KRS § 386A.7-020 may effect any amendment to the certificate of trust or governing instrument of a statutory trust if it is the surviving constituent organization. An approved plan of merger may also provide that the governing instrument of any constituent statutory trust to the merger, including a statutory trust formed for the purpose of consummating a merger, shall be the governing instrument of the statutory trust that is the surviving constituent organization. Any amendment to a certificate of trust or governing instrument or adoption of a new governing instrument made pursuant to this subsection shall be effective at the effective date and time of the merger.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 81, sec. 59, effective July 12, 2012.