{"data":{"id":"us-ky/krs-275.365","jurisdiction":"us-ky","citation":"KRS 275.365","heading":"Effect of merger.","body":"A merger shall have the following effects:\n(1) The constituent business entities that are parties to the merger shall be a single\nentity, which shall be the entity designated in the plan of merger as the surviving\nbusiness entity.\n(2) Each party to the merger, except the surviving business entity, shall cease to exist.\n(3) The surviving business entity shall possess all the rights, privileges, immunities, and\npowers of each constituent business entity and shall be subject to all the restrictions,\ndisabilities, and duties of each of the constituent entit ies to the extent the rights,\nprivileges, immunities, powers, restrictions, disabilities, and duties are applicable to\nthe type of business entity that is the surviving business entity.\n(4) All property, whether real, personal, or intangible, and all debts  due on whatever\naccount, including promises to make capital contributions and subscriptions for\nshares, and all other choses in action, and all and every other interest of, belonging\nto, or due to each of the constituent business entities shall be vested in the surviving\nbusiness entity without further act or deed.\n(5) The title to all real estate and any interest therein, vested in any constituent business\nentity shall not revert or be in any way impaired by reason of the merger.\n(6) The surviving entity shall thenceforth be liable for all liabilities and obligations of\neach of the constituent business entities merged, and any claim existing or action or\nproceeding pending by or against any constituent business entity may be prosecuted\nas if the merger had  not taken place, or the surviving business entity may be\nsubstituted in the action.\n(7) Neither the rights of creditors nor any liens on the property of any constituent\nbusiness entity shall be impaired by the merger.\n(8) The interests in a limited liabil ity company or other business entities that are to be\nconverted or exchanged into interests, other securities, cash, obligations, or other\nproperty under the terms of the plan of merger are so converted and the former\nholders thereof are entitled only to t he rights provided in the plan of merger or the\nrights otherwise provided by law.\n(9) A partner or, in the case of a limited partnership, a general partner who becomes a\nmember of a limited liability company as a result of a merger, as the case may be,\nshall remain liable as a partner or general partner for an obligation incurred by the\npartnership or limited partnership before the merger takes effect. The partner's or\ngeneral partner's liability for all other obligations of the limited liability company\nincurred after the merger takes effect shall be that of a member as provided in this\nchapter. A limited partner who becomes a member as a result of a merger shall\nremain liable only as a limited partner for an obligation incurred by the limited\npartnership before the merger takes effect.\n(10) If the surviving business entity is a limited liability company, such amendments to\nthe articles of organization set forth in the articles of merger, and such amendments\nto the operating agreement thereof set forth in th e plan of merger or the articles of\nmerger, subject to KRS 275.200, shall be effective.\n(11) If the surviving business entity is a limited liability company, the written operating\nagreement provided for in the plan of merger, if any, shall be binding upon each\nmember in that limited liability company, but any provision thereof obligating a\nmember to make a contribution to the limited liability company is subject to KRS\n275.200.","path":["KRS Chapter 275"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=44370","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:27Z","sha256":"ab8074b9104058546a6d7ab97c7e0ad851ec890357158cc1ff6e473ecf538dab","source_id":"us-ky","stale":false,"prev":"us-ky/krs-275.360","next":"us-ky/krs-275.370"},"notice":"GroundRules: Original legal text. Not legal advice."}