275.345 Right of company to merge with other business entities -- Exception -- No
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/ky/275-345A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
right of dissent.
(1)Unless otherwise provided in writing in a written operating agreement, and subject
to any law applicable to business entities other than limited liability companies, one
(1)or more limited liability companies may merge with or into one
(1)or more
other business entities with the limited liability company or other business entity
being the surviving or resulting limited liability company or other business entity.
(2)Rights or securities of or interests in a business entity that is a party to the merger
may be exchanged for or converted into cash, property, obligations, rights, or
securities of or interests in the surviving or resulting business entity or of any other
business entity.
(3)Unless otherwise provided in the articles of organization, a written operating
agreement, or a written agreement and plan of merger, no member of a limited
liability company shall have the right to dissent from a merger.
(4)A nonprofit limited liability company shall not merge with or into any business
entity which is not a domestic nonprofit limited liability company or a domestic
nonprofit corporation.