{"data":{"id":"us-ky/krs-362.541","jurisdiction":"us-ky","citation":"KRS 362.541","heading":"Articles of merger.","body":"(1) After a plan of merger is approved by each domestic or foreign limited partnership,\nlimited liability company, or corporation that is a party to the merger, the surviving\ndomestic or foreign limited partnership, limited liability company, or corporation\nshall deliver to the Secretary of State for filing articles of merger duly executed by\neach party to the merger setting forth:\n(a) The name of 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 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 se rvice of process in any\nsuch proceedings. The surviving entity shall specify the address to which\na copy of process shall be mailed to it by the Secretary of State.\n(2) The merger shall take effect on the later of the date of the filing of the articles of\nmerger or the date set forth in the articles of merger, in which case it shall not be\nlater than ninety (90) days after the date on which the articles of merger were filed.\n(3) Upon the merger taking effect, if the surviving entity in the merger is a forei gn\nlimited partnership or limited liability company, the entity shall be deemed:\n(a) To appoint the Secretary of State as its agent for service of process in a\nproceeding to enforce any obligation or rights of dissenting shareholders of\neach 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 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 Commonwealth in all matters\nwhich may arise as if the transaction had not taken place.\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 provisions of the Kentucky\nRevised Statutes and for any domestic corporation party to the merger in accordance\nwith KRS Chapter 271B.\n(5) The filing of articles of merger shall act as a certificate of cancellation as described\nin KRS 362.419 for a domestic limited partnership that is not the surviving entity of\nthe merger and that partnership's certificate of limited partnership shall be canceled\nupon the effective date of the articles of merger.\n(6) The Secretary of State shall receive a fee of fifty dolla rs ($50) for the filing of each\narticles of merger.","path":["KRS Chapter 362"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=34411","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:58:56Z","sha256":"0bee4327ae7725ca7d8df34cb7a577b7e6720a430f45cb92f30bd3d0dd26ec7f","source_id":"us-ky","stale":false,"prev":"us-ky/krs-362.540","next":"us-ky/krs-362.546"},"notice":"GroundRules: Original legal text. Not legal advice."}