{"data":{"id":"us-ky/krs-362.2-956","jurisdiction":"us-ky","citation":"KRS 362.2-956","heading":"Merger.","body":"(1) One (1) or more domestic limited partnerships may merge pursuant to a written plan\nof merger described in subsection (2) of this section with one (1) or more domestic\nor foreign partnerships, limited partnerships, limited liability companies, or\ncorporations if:\n(a) The merger is not prohibited by the partnership agreement of any domestic\nlimited partnership that is a party to the merger, and each domestic limited\npartnership that is a party to the merger approves the plan of merger in\naccordance with this subchapter and complies with the applicable terms of its\npartnership agreement in effecting the merger;\n(b) Each domestic partnership, as a party to the merger, complies with the\napplicable merger provisions of Subchapter 1 of this chapter;\n(c) Each domestic limited liability company, as a party to the merger, complies\nwith the applicable merger provisions of KRS Chapter 275;\n(d) Each domestic corporation, as a party to the merger, complies with the\napplicable merger provisions of KRS Chapter 271B; and\n(e) The merger is permitted by the laws of the jurisdiction under which each\nforeign partnership, limited partnership, foreign limited liability company, or\nforeign corporation party to the merger is formed, organized, or incorporated,\nand each foreign partnership, limited partnership, limited liability company, or\ncorporation complies with those laws in effecting the merger.\n(2) The written 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 partnership interests in each limited\npartnership and the interests in each business entity that is a party to the\nmerger into interests, shares, or other securities or obligations, as the case may\nbe, of the surviving entity, or of any other business entity, or, in whole or in\npart, into cash or other property;\n(d) The amendments to the articles of organization of a limited liability company,\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; and\n(e) Other provisions relating to the proposed merger that are deemed necessary or\ndesirable.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=41518","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:59Z","sha256":"1e9968cd883342d2a3db1724c2e5a82a72c4f44eca091fc95f1a8878d5219fe6","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.2-955","next":"us-ky/krs-362.2-957"},"notice":"GroundRules: Original legal text. Not legal advice."}