273.291 Effect of merger or consolidation.

435 words·~2 min read·/ky/chapter-273/273-291

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

When a merger or consolidation has been effected:

(1)The several corporations parties to the plan of merger or consolidation shall be a

single corporation, which, in the case of a merger, shall be that corporation

designated in the plan of merger as the surviving corporation, and, in the case of a

consolidation, shall be the new corporation provided for in the plan of

consolidation.

(2)The separate existence of all corporations parties to the plan of merger or

consolidation, except the surviving or new corporation, shall cease.

(3)Such surviving or new corporation shall have all the rights, privileges, immunities

and powers and shall be subject to all the duties and liabilities of a corporation

organized under KRS 273.161 to 273.390.

(4)Such surviving or new corporation shall thereupon and thereafter possess all the

rights, privileges, immunities, and franchises, as well of a public as of a private

nature, of each of the merging or consolidating corporations; and all property, real,

personal and mixed, and all debts due on whatever account, and all other choses in

action, and all and every other interest, of or belonging to or due to each of the

corporations so merged or consolidated, shall be taken and deemed to be transferred

to and vested in such single corporation without further act or deed; and the title to

any real estate, or any interest therein, vested in any of such corporations shall not

revert or be in any way impaired by reason of such merger or consolidation.

(5)Such surviving or new corporation shall thenceforth be responsible and liable for all

the liabilities and obligations of each of the corporations so merged or consolidated;

and any claim existing or action or proceeding pending by or against any of such

corporations may be prosecuted as if such merger or consolidation had not taken

place, or such surviving or new corporation may be substituted in its place. Neither

the rights of creditors nor any liens upon the property of any such corporation shall

be impaired by such merger or consolidation.

(6)In the case of a merger, the articles of incorporation of the surviving corporation

shall be deemed to be amended to the extent, if any, that changes in its articles of

incorporation are stated in the plan of merger; and, in the case of a consolidation,

the statements set forth in the articles of consolidation and which are required or

permitted to be set forth in the articles of incorporation of corporations organized

under KRS 273.161 to 273.390 shall be deemed to be the articles of incorporation

of the new corporation.