KRS 273.382: Conversion of Chapter 271B corporation to corporation governed by KRS

273.161 to 273.387.

(1) A corporation organized under KRS Chapter 271B or its predecessors may convert

to a corporation organized under and governed by KRS 273.161 to 273.387 as

authorized by KRS 271B.10-010.

(2) A corporation that has been converted under KRS 271B.10 -010 shall be for all

purposes the same entity that existed before the conversion.

(3) Upon the filing of amended and restated articles of incorporation satisfying the

requirements of KRS 271B.10-010:

(a) All property and contract rights owned by, and all rights, privileges, and

immunities of, the converting corporation shall remain vested in the converted

corporation without assignment, reversion, or impairment;

(b) All obligations of the converting corporation shall continue as obligations of

the converted corporation;

(c) An action or proceeding pending against the converting corporation may be

continued as if the conversion had not taken place, and the name of the

converted corporation may be substituted in any pending action or proceeding

in the name of the converting corporation; and

(d) The corporation shall be a nonstock, nonprofit corporation governed by and

subject to all of the limitations and requirements impose d by KRS 273.161 to

273.387.

(4) Nothing in this section shall authorize the conversion of a corporation organized

under this chapter to a corporation organized under KRS Chapter 271B.