Section 275.500 - Share exchange between corporation and limited liability company(1) A limited liability company may acquire all or part of the outstanding shares of one (1) or more classes or series of a domestic or foreign corporation if the corporation, limited liability company, and a majority of their owners approve the exchange and, if the corporation is a foreign corporation, the share exchange is permitted under the laws of the state or country under which the foreign corporation is incorporated.(2) The plan of share exchange shall set forth: (a) The name of the corporation whose shares will be acquired and the name of the acquiring limited liability company;(b) The terms and conditions of the exchange; and(c) The manner and basis of exchanging the shares to be acquired for limited liability company interests, obligations, or other securities of the acquiring limited liability company or for cash or other property, in whole or part.(3) The plan of share exchange may set forth other provisions relating to the exchange.(4) This section shall not limit the power of a limited liability company to acquire all or part of the shares of one (1) or more classes or series of a corporation through a voluntary exchange or otherwise.(5) Unless otherwise provided in the articles of organization, a written operating agreement, or a written plan of share exchange, no member of a limited liability company shall have the right to dissent from a share exchange.Effective:7/15/2010
Repealed and reenacted 2010, Ky. Acts ch. 51, sec. 5, effective7/15/2010. -- Created 2007, Ky. Acts ch. 137, sec. 5, effective 6/26/2007.