362.531 Merger of domestic limited partnerships with domestic or foreign limited
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/ky/362-531A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
partnerships, limited liability companies, or corporations.
(1)One
(1)or more domestic limited partnerships may merge pursuant to a written plan
of merger described in subsection
(2)of this section with one
(1)or more domestic
or foreign limited partnerships, limited liability companies, or corporations if:
(a)The merger is not prohibited by the partnership agreement of any domestic
limited partnership that is a party to the merger, and each domestic limited
partnership that is a party to the merger, approves the plan of merger in
accordance with this chapter and complies with the applicable terms of its
partnership agreement in effecting the merger;
(b)Each domestic limited liability company, as a party to the merger, complies
with the applicable merger provisions of the Kentucky Revised Statutes;
(c)Each domestic corporation, as a party to the merger, complies with the
applicable merger provisions of KRS Chapter 271B;
(d)The merger is permitted by the laws of the state or country under which each
foreign limited partnership, foreign limited liability company, or foreign
corporation party to the merger is formed, organized, or incorporated, and
each foreign limited partnership, limited liability company, or corporation
complies with those laws in effecting the merger; and
(2)The written plan of merger shall set forth:
(a)The name of each constituent business entity that is a party to the merger and
the name of the surviving business entity into which each constituent business
entity proposes to merge;
(b)The terms and conditions of the proposed merger, including but not limited to,
a statement which sets forth whether limited liability is retained by the
surviving business entity;
(c)The manner and basis of converting the partnership interests in each limited
partnership and the interests in each business entity that is a party to the
merger into interests, shares, or other securities or obligations, as the case may
be, of the surviving entity, or of any other business entity, or, in whole or in
part, into cash or other property;
(d)The amendments to the articles of organization of a limited liability company,
or articles of incorporation of a corporation or certificate of limited
partnership, as the case may be, of the surviving business entity as are desired
to be effected by the merger, or that no changes are desired;
(e)Other provisions relating to the proposed merger that are deemed necessary or
desirable.