KRS 271B.11-050: Articles of merger or share exchange.

(1) After a plan of merger or share exchange is approved by the shareholders, or

adopted by the board of directors if shareholder approval is not required, the

surviving or acquiring corporation shall deliver to the Secretary of State for filing

articles of merger or share exchange setting forth:

(a) The names of the parties to the merger or share exchange;

(b) The name of the surviving corporation, if a merger, or the name of the

acquiring corporation, if a share exchange;

(c) If a merger, the information required by KRS 271B.11-010(2)(c);

(d) If a merger, any amendment to the articles of incorporation of the surviving

corporation;

(e) If a share exchange, the information required by KRS 271B.11-020(2)(c);

(f) If shareholder approval was not required, a statement to that effect; and

(g) If approval of the shareholders of one (1) or more corporations party to the

merger or share exchange was required:

1. The designation, number of outstanding shares, and number of votes

entitled to be cast by each voting group entitled to vote separately on the

plan as to each corporation; and

2. Either the total number of votes cast for and against the plan by each

voting group entitled to vote separately on the plan or the total number

of undisputed votes cast for the plan separately by each voting group and

a statement that the number cast for the plan by each voting group was

sufficient for approval by that voting group.

(2) A merger or share exchange shall take effect upon the effective date of the articles

of merger or share exchange.