KRS 386A.7-040: Articles of merger.

(1) The surviving constituent organization shall deliver to the Secretary of State for

filing articles of merger duly executed by each constituent organization setting

forth:

(a) The name and jurisdiction of incorporation, formation, or organization of each

constituent organization which is to merge;

(b) The plan of merger;

(c) The name of the surviving constituent organization;

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

constituent organization in accordance with KRS 386A.7-020; and

(e) If the surviving constituent organization is not incorporated, formed, or

organized under the laws of this Commonwealth, a statement that the

surviving constituent organization:

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

proceeding for enforcement of any obligation of any constituent

organization party to the merger that was incorporated, formed, or

organized under the laws of this Commonwealth, as well as for

enforcement of any obligation of the surviving consti tuent organization

arising from the merger; and

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

such proceeding. The surviving constituent organization shall specify the

address to which a copy of the process shall be mailed t o it by the

Secretary of State.

(2) A merger shall take effect upon the effective date and time of the articles of merger

as provided in KRS 14A.2-070.

(3) A plan of merger approved in accordance with KRS 386A.7 -020 may effect any

amendment to the certificate of trust or governing instrument of a statutory trust if it

is the surviving constituent organization. An approved plan of merger may also

provide that the governing instrument of any constituent statutory trust to the

merger, including a statutory tru st formed for the purpose of consummating a

merger, shall be the governing instrument of the statutory trust that is the surviving

constituent organization. Any amendment to a certificate of trust or governing

instrument or adoption of a new governing inst rument made pursuant to this

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