{"data":{"id":"us-ky/krs-386a.7-050","jurisdiction":"us-ky","citation":"KRS 386A.7-050","heading":"Effect of merger.","body":"A merger shall have the following effects:\n(1) The constituent organizations that are parties to the merger shall be a single entity,\nwhich shall be the entity designated in the plan of merger as the surviving\nconstituent organization;\n(2) Each constituent organization, except the surviving constituent  organization, shall\ncease to exist;\n(3) The surviving constituent organization shall possess all the rights, privileges,\nimmunities, and powers of each constituent organization and shall be subject to all\nthe restrictions, disabilities, and duties of each  of the constituent organizations to\nthe extent the rights, privileges, immunities, powers, restrictions, disabilities, and\nduties are applicable to the type of constituent organization that is the surviving\nconstituent organization;\n(4) All property, real, personal, and intangible, and all debts due on whatever account,\nincluding promises to make capital contributions and subscriptions for shares,\nbeneficial interests, limited liability company interests or other interests in a\nconstituent organization, an d all other choses in action, and all and every other\ninterest of, belonging to, or due to each of the constituent organizations shall be\nvested in the surviving constituent organization without further act or deed;\n(5) The title to all property, whether r eal, personal, or intangible, and any interest\ntherein, vested in any constituent organization shall not revert or be in any way\nimpaired by reason of the merger;\n(6) The surviving constituent organization shall be liable for all liabilities and\nobligations of each of the constituent organizations merged, and any claim existing\nor action or proceeding pending by or against any constituent organization may be\nprosecuted as if the merger had not taken place, or the surviving constituent\norganization may be substituted in the action;\n(7) Neither the rights of creditors nor any liens on the property of any constituent\norganization shall be impaired by the merger;\n(8) The interests in a constituent organization that are to be converted or exchanged\ninto interests, other securities, cash, obligations, or other property under the terms of\nthe plan of merger are so converted, and the former holders thereof are entitled only\nto the rights provided in the plan of merger or the rights otherwise provided by law;\nand\n(9) A partner or, in the case of a limited partnership, a general partner, who becomes a\nbeneficial owner of a statutory trust as a result of a merger, shall remain liable as a\npartner or general partner for an obligation incurred by the partnership or limited\npartnership before the merger takes effect. A limited partner who becomes a\nbeneficial owner as a result of a merger shall remain liable only as a limited partner\nfor an obligation incurred by the limited partnership before the merger takes effect.\nA partner's liability for all other obligations of the statutory trust incurred after the\nmerger takes effect shall be that of a beneficial owner as provided in this chapter.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40402","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:59:18Z","sha256":"9305940c2a00f781b3de2580bc6988826bc747acdbd8727a1ea230ce1b422669","source_id":"us-ky","stale":false,"prev":"us-ky/krs-386a.7-040","next":"us-ky/krs-386a.7-060"},"notice":"GroundRules: Original legal text. Not legal advice."}