{"data":{"id":"us-ky/krs-275.360","jurisdiction":"us-ky","citation":"KRS 275.360","heading":"Articles of merger.","body":"(1) 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 constitu ent\nbusiness entity which is to merge;\n(b) The name of the surviving business entity;\n(c) The information required by KRS 275.355(2)(d);\n(d)  Any amendment to the articles of organization of the surviving limited\nliability company;\n(e) A statement that the plan of merger was duly authorized and approved by each\nconstituent business entity in accordance with KRS 275.350; and\n(f) If the surviving entity is not a business entity organized under the laws of this\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 entity shall specify the address to which\na copy of the process shall be mailed to it by the Secretary of State.\n(2) A merger shall take effect upon the later of the effective date of the filing of the\narticles of merger or the date set forth in the articles of merger.\n(3) The articles of merger shall be exec uted by a limited liability company that is a\nparty to the merger in the manner provided for in KRS 14A.2 -020 and shall be filed\nwith the Secretary of State in the manner provided for in KRS 14A.2-010.\n(4) A plan of merger approved in accordance with KRS 2 75.350 may effect any\namendment to an operating agreement for a limited liability company if it is the\nsurviving company in the merger. An approved plan of merger may also provide\nthat the operating agreement of any constituent limited liability company to  the\nmerger, including a limited liability company formed for the purpose of\nconsummating a merger, shall be the operating agreement of the limited liability\ncompany that is the surviving business entity. Any amendment to an operating\nagreement or adoption  of a new operating agreement made pursuant to this\nsubsection shall be effective at the effective time and date of the merger. The\nprovisions of this subsection shall not be construed to limit the accomplishment of a\nmerger or of any of the matters referr ed to in this section by any other means\nprovided for in an operating agreement or other agreement or as otherwise permitted\nby law.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=44369","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"0a82b958ce62587b22537955d53fdbb02294f334fc40507ebad4b724f7a3be74","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.355","next":"us-ky/krs-275.365"},"notice":"GroundRules: Original legal text. Not legal advice."}