{"data":{"id":"us-ky/krs-271b.11-080","jurisdiction":"us-ky","citation":"KRS 271B.11-080","heading":"Merger of domestic or foreign limited liability companies or limited","body":"partnerships with domestic corporations -- Shareholder's liability following\nmerger.\n(1) One (1) or more domestic or foreign limited liability companies or limited\npartnerships may merge with one (1) or more domestic corporations if:\n(a) The merger is permitted by the laws of the state or country under whose law\neach foreign limited liability company or limited partnership is incorporated,\norganized, or formed, and each foreign li mited liability company or limited\npartnership complies with those laws in effecting the merger;\n(b) Each domestic limited liability company party to the merger complies with the\napplicable provisions of the Kentucky Revised Statutes;\n(c) Each domestic lim ited partnership party to the merger complies with the\napplicable provisions of KRS Chapter 362;\n(d) Each domestic corporation complies with the applicable provisions of KRS\n271B.11-010 to 271B.11-040.\n(2) The plan of merger shall set forth:\n(a) The name of each constituent business entity that is a party to the merger and\nthe name of the surviving business entity into which each constituent business\nentity proposes to merge;\n(b) The terms and conditions of the proposed merger, including but not limited to,\na statement which sets forth whether limited liability is retained by the\nsurviving business entity;\n(c) The manner and basis of converting the shares in each corporation and the\ninterests in each business entity that is a party to the merger into interes ts,\nshares, or other securities or obligations, as the case may be, of the surviving\nentity, or of any other business entity, or, in whole or in part, into cash or other\nproperty;\n(d) The amendments to the articles of organization of a limited liability co mpany,\nor articles of incorporation of a corporation or certificate of limited\npartnership, as the case may be, of the surviving business entity as are desired\nto be effected by the merger, or that no changes are desired;\n(e) Other provisions relating to the proposed merger that are deemed necessary or\ndesirable.\n(3) The business entity surviving from the merger shall deliver to the Secretary of State\nfor filing articles of merger duly executed by each constituent business entity setting\nforth:\n(a) The name  and jurisdiction of formation or organization of each constituent\nbusiness entity which is to merge;\n(b) The plan of merger;\n(c) The name of the surviving business entity;\n(d) A statement that the plan of merger was duly authorized and approved by each\nconstituent business entity in accordance with the laws applicable to such\nbusiness entity; and\n(e) If the surviving entity is not a business entity organized under the laws of th is\nCommonwealth, a statement that the surviving business entity:\n1. Agrees that it may be served with process in this Commonwealth in any\nproceeding for enforcement of any obligation of any constituent business\nentity party to the merger that was organized  under the laws of this\nCommonwealth, as well as for enforcement of any obligation of the\nsurviving business entity arising from the merger; and\n2. Appoints the Secretary of State as its agent for service of process in any\nsuch proceeding. The surviving en tity shall specify the address to which\na copy of the process shall be mailed to it by the Secretary of State.\n(4) The articles of merger filed by the surviving entity in accordance with this section\nshall also be deemed to have been filed for any domestic  limited liability company\nparty to the merger in accordance with the applicable sections of the Kentucky\nRevised Statutes and for any domestic limited partnership party to the merger in\naccordance with KRS Chapter 362.\n(5) Upon merger taking effect, if th e surviving entity in the merger is a foreign limited\npartnership, limited liability company, or corporation, the surviving entity shall be\ndeemed:\n(a) To appoint the Secretary of State as its agent for service of process in a\nproceeding to enforce any obl igation or the rights of dissenting shareholders\nof each domestic corporation party to the merger;\n(b) To agree that it will promptly pay to the dissenting shareholders of each\ndomestic corporation party to the merger the amount, if any, to which they are\nentitled under Subtitle 13 of KRS Chapter 271B; and\n(c) To agree, to the extent required by Section 200 of the Constitution, that the\ncourts of this Commonwealth shall retain jurisdiction over that part of the\ncorporate property within the limits of this C ommonwealth in all matters\nwhich may arise, as if the transaction has not taken place.\n(6) If a domestic or foreign limited liability company or limited partnership is the\nsurviving entity of a merger, the surviving domestic or foreign limited liability\ncompany or limited partnership shall be considered a surviving corporation for\npurposes of KRS 271B.11-060(1).\n(7) A partner or, in the case of a limited partnership, a general partner who becomes a\nshareholder of a corporation as a result of a merger shall remain liable as a partner\nor general partner, as the case may be, for an obligation incurred by the partnership\nor limited partnership before the merger takes effect. The partner's or general\npartner's liability for all obligations of the corporation incu rred before the merger\ntakes effect shall be that of a shareholder as provided in this chapter. A limited\npartner who becomes a shareholder as a result of a merger shall remain liable only\nas a limited partner for an obligation incurred by the limited part nership before the\nmerger takes effect.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13425","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"9c266e2a32deb5503c0a57cd60c9d7e07fa2a3b9b6b90ed65eda1bf84ef64d66","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.11-070","next":"us-ky/krs-271b.12-010"},"notice":"GroundRules: Original legal text. Not legal advice."}