KRS 275.360: Articles of merger.

(1) The business entity surviving from the merger shall deliver to the Secretary of State

for filing articles of merger duly executed by each constituent business entity setting

forth:

(a) The name and jurisdiction of formation or organization of each constitu ent

business entity which is to merge;

(b) The name of the surviving business entity;

(c) The information required by KRS 275.355(2)(d);

(d) Any amendment to the articles of organization of the surviving limited

liability company;

(e) A statement that the plan of merger was duly authorized and approved by each

constituent business entity in accordance with KRS 275.350; and

(f) If the surviving entity is not a business entity organized under the laws of this

Commonwealth, a statement that the surviving business entity:

1. Agrees that it may be served with process in this Commonwealth in any

proceeding for enforcement of any obligation of any constituent business

entity party to the merger that was organized under the laws of this

Commonwealth, as well as for enforcement of any obligation of the

surviving business entity arising from the merger; and

2. Appoints the Secretary of State as its agent for service of process in any

such proceeding. The surviving entity shall specify the address to which

a copy of the process shall be mailed to it by the Secretary of State.

(2) A merger shall take effect upon the later of the effective date of the filing of the

articles of merger or the date set forth in the articles of merger.

(3) The articles of merger shall be exec uted by a limited liability company that is a

party to the merger in the manner provided for in KRS 14A.2 -020 and shall be filed

with the Secretary of State in the manner provided for in KRS 14A.2-010.

(4) A plan of merger approved in accordance with KRS 2 75.350 may effect any

amendment to an operating agreement for a limited liability company if it is the

surviving company in the merger. An approved plan of merger may also provide

that the operating agreement of any constituent limited liability company to the

merger, including a limited liability company formed for the purpose of

consummating a merger, shall be the operating agreement of the limited liability

company that is the surviving business entity. Any amendment to an operating

agreement or adoption of a new operating agreement made pursuant to this

subsection shall be effective at the effective time and date of the merger. The

provisions of this subsection shall not be construed to limit the accomplishment of a

merger or of any of the matters referr ed to in this section by any other means

provided for in an operating agreement or other agreement or as otherwise permitted

by law.