KRS 362.1-905: Merger of partnerships.

(1) Pursuant to a plan of merger approved as provided in subsection (3) of this section,

a partnership may be merged with one (1) or more partnerships or limited

partnerships.

(2) The plan of merger shall set forth:

(a) The name of each partnership or limited partnership that is a party to the

merger;

(b) The name of the surviving entity into which the other partnerships or limited

partnerships will merge;

(c) Whether the surviving entity is a partnership or a limited partnership and the

status of each partner;

(d) The terms and conditions of the merger;

(e) The manner and basis of converting the interests of each party to the merger

into interests or obligations of the surviving entity, or into money or other

property in whole or part; and

(f) The street address of the surviving entity's chief executive office.

(3) The plan of merger shall be approved:

(a) In the case of a partnership that is a party to the merger, by all of the partners,

or a number or percentage specified for merger in the partnership agreemen t;

and

(b) In the case of a limited partnership that is a party to the merger, by the vote

required for approval of a merger by the law of the state or foreign jurisdiction

in which the limited partnership is organized and, in the absence of such a

specifically applicable law, by all of the partners, notwithstanding a provision

to the contrary in the partnership agreement.

(4) After a plan of merger is approved and before the merger takes effect, the plan may

be amended or abandoned as provided in the plan.

(5) The merger takes effect on the later of:

(a) The approval of the plan of merger by all parties to the merger, as provided in

subsection (3) of this section;

(b) The filing of all documents required by law to be filed as a condition to the

effectiveness of the merger; or

(c) Subject to KRS 14A.2-070, any effective date specified in the plan of merger.