Mergers and Conversions

KRS tit. XXXIII, ch. 386A, subch. 7

in effect

KRS 386A.7-010 Right of company to merge with other business entities -- Exception

386A.7-010. Right of company to merge with other business entities -- Exception (1) Unless otherwise provided in a governing instrument, and if permitted by any law applicable to entities other than statutory trusts, one (1) or more statutory trusts may merge with or into one (1) or more other entities with the statutory trust or other business entity being the surviving organization. (2) Unless otherwise provided in a governing instrument, unless prohibited by applicable law, one (1) or more statutory trusts may merge with or into one (1) or more foreign entities with the statutory trust or foreign entity being the surviving organization. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 56, effective July 12, 2012.

KRS 386A.7-020 Approval of proposed merger -- No right of dissent

386A.7-020. Approval of proposed merger -- No right of dissent (1) With respect to each constituent statutory trust, the plan of merger shall require the approval of the beneficial owners. (2) Each constituent organization that is not a statutory trust and that is a party to a proposed merger shall approve the plan of merger in the manner and by the vote required by the laws applicable to the constituent organization. (3) Unless otherwise provided in the governing instrument or a written agreement and plan of merger, no beneficial owner of a statutory trust shall have the right to dissent from a merger. (4) Each constituent organization shall have the rights to abandon the merger as provided for in the plan of merger or in the laws applicable to the constituent organization. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 57, effective July 12, 2012.

KRS 386A.7-030 Plan of merger

386A.7-030. Plan of merger (1) Each constituent organization shall enter into a written plan of merger. (2) The plan of merger shall set forth: (a) The name of each constituent organization and the name of the constituent organization into which each constituent organization proposes to merge; (b) The terms and conditions of the proposed merger, including but not limited to a statement which sets forth whether limited liability is retained by the surviving constituent organization; (c) The manner and basis of converting the beneficial interest in each constituent statutory trust and the interests in each constituent organization into interests, shares, or other securities or obligations, as the case may be, of the surviving constituent organization or of any other business entity, or, in whole or in part, into cash or other property; (d) The amendments to the organizational documents of the surviving constituent organization as are desired to be effected by the merger, or that no changes are desired; and (e) Other provisions relating to the proposed merger that are deemed necessary or desirable. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 58, effective July 12, 2012.

KRS 386A.7-040 Articles of merger

386A.7-040. Articles of merger (1) The surviving constituent organization shall deliver to the Secretary of State for filing articles of merger duly executed by each constituent organization setting forth: (a) The name and jurisdiction of incorporation, formation, or organization of each constituent organization which is to merge; (b) The plan of merger; (c) The name of the surviving constituent organization; (d) A statement that the plan of merger was duly authorized and approved by each constituent organization in accordance with KRS 386A.7-020; and (e) If the surviving constituent organization is not incorporated, formed, or organized under the laws of this Commonwealth, a statement that the surviving constituent organization: 1. Agrees that it may be served with process in this Commonwealth in any proceeding for enforcement of any obligation of any constituent organization party to the merger that was incorporated, formed, or organized under the laws of this Commonwealth, as well as for enforcement of any obligation of the surviving constituent organization arising from the merger; and 2. Appoints the Secretary of State as its agent for service of process in any such proceeding. The surviving constituent organization shall specify the address to which a copy of the process shall be mailed to it by the Secretary of State. (2) A merger shall take effect upon the effective date and time of the articles of merger as provided in KRS 14A.2-070. (3) A plan of merger approved in accordance with KRS 386A.7-020 may effect any amendment to the certificate of trust or governing instrument of a statutory trust if it is the surviving constituent organization. An approved plan of merger may also provide that the governing instrument of any constituent statutory trust to the merger, including a statutory trust formed for the purpose of consummating a merger, shall be the governing instrument of the statutory trust that is the surviving constituent organization. Any amendment to a certificate of trust or governing instrument or adoption of a new governing instrument made pursuant to this subsection shall be effective at the effective date and time of the merger. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 59, effective July 12, 2012.

KRS 386A.7-050 Effect of merger

386A.7-050. Effect of merger A merger shall have the following effects: (1) The constituent organizations that are parties to the merger shall be a single entity, which shall be the entity designated in the plan of merger as the surviving constituent organization; (2) Each constituent organization, except the surviving constituent organization, shall cease to exist; (3) The surviving constituent organization shall possess all the rights, privileges, immunities, and powers of each constituent organization and shall be subject to all the restrictions, disabilities, and duties of each of the constituent organizations to the extent the rights, privileges, immunities, powers, restrictions, disabilities, and duties are applicable to the type of constituent organization that is the surviving constituent organization; (4) All property, real, personal, and intangible, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, beneficial interests, limited liability company interests or other interests in a constituent organization, and all other choses in action, and all and every other interest of, belonging to, or due to each of the constituent organizations shall be vested in the surviving constituent organization without further act or deed; (5) The title to all property, whether real, personal, or intangible, and any interest therein, vested in any constituent organization shall not revert or be in any way impaired by reason of the merger; (6) The surviving constituent organization shall be liable for all liabilities and obligations of each of the constituent organizations merged, and any claim existing or action or proceeding pending by or against any constituent organization may be prosecuted as if the merger had not taken place, or the surviving constituent organization may be substituted in the action; (7) Neither the rights of creditors nor any liens on the property of any constituent organization shall be impaired by the merger; (8) The interests in a constituent organization that are to be converted or exchanged into interests, other securities, cash, obligations, or other property under the terms of the plan of merger are so converted, and the former holders thereof are entitled only to the rights provided in the plan of merger or the rights otherwise provided by law; and (9) A partner or, in the case of a limited partnership, a general partner, who becomes a beneficial owner of a statutory trust as a result of a merger, shall remain liable as a partner or general partner for an obligation incurred by the partnership or limited partnership before the merger takes effect. A limited partner who becomes a beneficial owner as a result of a merger shall remain liable only as a limited partner for an obligation incurred by the limited partnership before the merger takes effect. A partner's liability for all other obligations of the statutory trust incurred after the merger takes effect shall be that of a beneficial owner as provided in this chapter. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 60, effective July 12, 2012.

KRS 386A.7-060 Conversion of partnership or limited partnership to statutory trust

386A.7-060. Conversion of partnership or limited partnership to statutory trust (1) An entity other than a corporation governed as to its internal affairs by KRS Chapter 273 or a nonprofit limited liability company may be converted to a statutory trust pursuant to this section. (2) The terms and conditions of a conversion shall be approved: (a) In the case of a partnership or a limited partnership, by all of the partners notwithstanding any provision to the contrary in the partnership agreement; (b) In the case of a limited liability company, by all of the members notwithstanding any provision to the contrary in the operating agreement; and (c) In the case of a corporation, by such action of the board of directors as would be required to approve a merger and, notwithstanding any provision to the contrary in the articles of incorporation, bylaws, or other agreement, all of the shareholders. (3) After the conversion is approved under subsection (2) of this section, the converting organization shall deliver to the Secretary of State for filing a certificate of trust which satisfies the requirements of KRS 386A.2-010 and includes as well: (a) A statement that the converting organization was converted to a statutory trust; (b) The former name of the converting organization; (c) The form of organization of the converting organization prior to the conversion; and (d) A statement that the conversion was approved in accordance with subsection (2) of this section. (4) In the case of a converting partnership that has filed a statement of registration as a limited liability partnership in accordance with KRS 362.555 or a statement of qualification in accordance with KRS 362.1-931, each shall be deemed canceled as of the effective date and time of the certificate of trust as determined in accordance with KRS 14A.2-070. (5) In the case of a converting limited partnership, the limited partnership's certificate of limited partnership shall be deemed canceled as of the effective date and time of the certificate of trust as determined in accordance with KRS 14A.2-070. (6) In the case of a converting limited liability company, its articles of organization shall be deemed canceled as of the effective time and date of the certificate of trust as determined in accordance with KRS 14A.2-070. (7) In the case of a converting corporation, its articles of incorporation shall be deemed canceled as of the effective time and date of the certificate of trust as determined in accordance with KRS 14A.2-070. (8) The conversion shall take effect when the certificate of trust is filed with the office of the Secretary of State or, as provided in KRS 14A.2-070, at a later date specified in the certificate of trust. (9) A partner or, in the case of a limited partnership, a general partner, who becomes a beneficial owner of a statutory trust as a result of a conversion shall remain liable as a partner or general partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 61, effective July 12, 2012.

KRS 386A.7-070 Filings required for merger -- Effective date

386A.7-070. Filings required for merger -- Effective date (1) A converted statutory trust shall be for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) All property and contract rights owned by, and all rights, privileges, and immunities of the converting organization shall remain vested in the converted statutory trust without assignment, reversion, or impairment; (b) All obligations of the converting organization shall continue as obligations of the converted statutory trust; (c) An action or proceeding pending against the converting organization may be continued as if the conversion had not occurred, and the name of the converted statutory trust may be substituted in any pending action or proceeding for the name of the converting organization; and (d) The governing instrument of the converted statutory trust shall be binding upon each person who becomes a beneficial owner or trustee of the converted statutory trust. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 62, effective July 12, 2012.

KRS 386A.7-080 Provisions not exclusive

386A.7-080. Provisions not exclusive This subchapter does not preclude an organization from being merged or converted under law other than this chapter. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 63, effective July 12, 2012.

Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=41163Fetched: 10/20/2026