Section 275.345 - Right of company to merge with other business entities - Exception - No right of dissent(1) Unless otherwise provided in writing in a written operating agreement, and subject to any law applicable to business entities other than limited liability companies, one (1) or more limited liability companies may merge with or into one (1) or more other business entities with the limited liability company or other business entity being the surviving or resulting limited liability company or other business entity.(2) Rights or securities of or interests in a business entity that is a party to the merger may be exchanged for or converted into cash, property, obligations, rights, or securities of or interests in the surviving or resulting business entity or of any other business entity.(3) Unless otherwise provided in the articles of organization, a written operating agreement, or a written agreement and plan of merger, no member of a limited liability company shall have the right to dissent from a merger.(4) A nonprofit limited liability company shall not merge with or into any business entity which is not a domestic nonprofit limited liability company or a domestic nonprofit corporation.Amended by 2019 Ky. Acts ch. 131,§ 4, eff. 6/26/2019.Effective:7/15/2010
Repealed and reenacted 2010, Ky. Acts ch. 51, sec. 122, effective7/15/2010. -- Amended 2007, Ky. Acts ch. 137, sec. 122, effective 6/26/2007. --Created 1994 Ky. Acts ch. 389, sec. 69, effective 7/15/1994.