Kentucky Corporation Merger Agreement and Approval Packet
KENTUCKY CORPORATION MERGER AGREEMENT AND APPROVAL PACKET
Scope gate. Use only for a negotiated merger of two existing Kentucky domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a foreign or noncorporate constituent, parent-subsidiary short-form merger, regulated entity, public-company structure, conversion, share exchange, insolvent entity, or contested-control transaction.
Separate the records. Keep the negotiated Transaction Agreement, statutory Plan of Merger, board records, shareholder records, dissent materials, filed Articles of Merger, and filing evidence as distinct closing records.
1. Transaction Classification
| Item | Information |
|---|---|
| Target / survivor | [Exact legal name], organization no. [________] |
| Merger Sub / disappearing corporation | [Exact legal name], organization no. [________] |
| Consideration | ☐ cash ☐ survivor shares ☐ other securities/property ☐ mixed |
| Classes / series affected | [________________________________] |
| Survivor articles changed | ☐ No ☐ Yes — exact text attached |
| Approval route | ☐ meetings ☐ written action if permitted ☐ survivor no-vote exception |
| Proposed filing / effective time | [__/__/____] / [________________] |
Before drafting:
☐ Confirm both parties are active Kentucky domestic business corporations and reconcile articles, bylaws, stock ledgers, voting agreements, equity awards, and board records.
☐ Inventory debt, liens, contracts, permits, employees, benefits, taxes, litigation, real property, intellectual property, data, insurance, and foreign qualifications.
☐ Identify every third-party, lender, landlord, regulatory, securities, antitrust, tax, labor, benefit-plan, privacy, and industry approval outside KRS Chapter 271B.
2. Negotiated Transaction Agreement
This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the Plan of Merger and all required approvals, Merger Sub will merge into Target and Target will survive.
2.1 Consideration and capitalization
Schedule 2 states the authorized, issued, treasury, and outstanding shares of every class or series; treatment of every share and acquisition right; consideration; fractional-interest treatment; withholding; exchange mechanics; and option, warrant, award, and intercompany-share treatment.
2.2 Representations, covenants, and conditions
Use only representations selected and supported by disclosure schedules. State the knowledge and materiality standards, bring-down test, survival period, remedy, and fraud or nonwaivable-law treatment.
Schedules 3 and 4 state ordinary-course limits, consent rights, information access, confidentiality, financing cooperation, regulatory filings, employee communications, closing conditions, and deliveries. A contractual waiver never replaces mandatory corporate approval or filing.
2.3 Termination and remedies
Schedule 5 states the outside date, termination events, amendment authority, expenses, any fee, specific-performance position, survival, and consequences. No indemnity, liability cap, escrow, fee shift, or exclusive remedy applies unless expressly completed and reviewed.
3. Exhibit A — Plan of Merger
KRS § 271B.11-010 requires the Plan to identify each corporation and the survivor, the merger terms and conditions, and the manner and basis for converting shares. The Plan may also set out amendments to the survivor's articles.
PLAN OF MERGER
-
Parties and survivor. [TARGET] and [MERGER SUB] are the merging corporations. [TARGET] will survive.
-
Terms and conditions. [State all statutory and negotiated conditions.]
-
Share treatment.
| Corporation / class or series | Outstanding | Treatment | Consideration |
|---|---|---|---|
| Target / [class or series] | [____] | [________________________________] | [________________________________] |
| Merger Sub / [class or series] | [____] | [________________________________] | [________________________________] |
-
Survivor articles. ☐ unchanged ☐ amended exactly as Attachment A.
-
Amendment / abandonment. [State authority, procedure, shareholder-protection limits, and filing consequence.]
-
Effective time. [State filing-time or permitted delayed-effective-time election.]
4. Approval Record
Each board adopts the Plan. Unless a valid exception or higher threshold applies, each voting group entitled to vote separately must approve by a majority of all votes entitled to be cast on the Plan. Give every shareholder meeting notice under KRS § 271B.7-050, state that a purpose of the meeting is to consider the Plan of Merger, and include or summarize the Plan.
| Corporation / group | Outstanding entitled votes | Required approval | For / against / abstain |
|---|---|---|---|
| Target / total | [____] | [____] | [____ / ____ / ____] |
| Target / [class or series] | [____] | [____] | [____ / ____ / ____] |
| Merger Sub / total | [____] | [____] | [____ / ____ / ____] |
| Merger Sub / [class or series] | [____] | [____] | [____ / ____ / ____] |
The survivor no-vote route requires unchanged articles except permitted board amendments, identical continuing shares, and separate 20% ceilings for voting shares and participating shares. Attach a signed memorandum proving every condition before using that route.
☐ Board resolutions, notices, delivery evidence, record dates, proxies, written actions, vote tabulations, and the approved Plan version are retained.
5. Dissent / Fair-Value Workflow
Classify each corporation and holder group under KRS § 271B.13-020 before sending approval materials. For a merger under this section, dissent rights depend on the statutory approval route and the holder's voting rights.
| Holder group | Rights available? | Exception / consideration analysis | Notice and deadline owner |
|---|---|---|---|
| Target / [class or series] | ☐ Yes ☐ No ☐ Review | [________________________________] | [________________________________] |
| Merger Sub / [class or series] | ☐ Yes ☐ No ☐ Review | [________________________________] | [________________________________] |
☐ Meeting or consent materials contain every required rights statement and statutory material.
☐ Pre-vote notices, no-favorable-vote conditions, post-effective notices, demands, payments, supplemental demands, and court dates are tracked outside the general closing calendar.
6. Articles of Merger
After approval, prepare Articles of Merger under KRS § 271B.11-050.
| Filing item | Completed / evidence |
|---|---|
| Required share-conversion information | [________________________________] |
| Approval or no-vote statements | [________________________________] |
| Survivor-articles amendment | [________________________________] |
| Effective-time election | [________________________________] |
| Authorized signer(s) | [________________________________] |
| Accepted filing and receipt | [________________________________] |
Do not place confidential disclosure schedules or unnecessary negotiated terms in the public filing.
7. Closing and Post-Closing
☐ Final Plan matches the board- and shareholder-approved version.
☐ Filed Articles are accepted and the effective time is independently confirmed.
☐ Consideration and exchange instructions are released only after closing conditions are satisfied.
☐ Dissent notices and payments are calendared.
☐ Contracts, permits, liens, accounts, tax, payroll, benefits, insurance, real estate, intellectual property, data, and foreign qualifications are transitioned.
☐ Stock ledger, minute books, beneficial-ownership records, and survivor capitalization are updated.
8. Signatures
[TARGET]
By: ________________________________________
Name / title: [________________________________]
Date: [__/__/____]
[MERGER SUB]
By: ________________________________________
Name / title: [________________________________]
Date: [__/__/____]
Sources and References
About this template
- Last updated
- November 5, 2026
- Citations checked
- November 5, 2026
- Jurisdiction
- Kentucky
- Category
- Corporate & Business
Legal authority
- KRS 271B.11-010 (merger plan)
- KRS 271B.11-030 (plan approval)
- KRS 271B.11-050 (articles and effectiveness)
- KRS 271B.13-020 (right to dissent)
- KRS 271B.13-200 (dissent rights notice)
- KRS 271B.13-210 (intent to demand payment)
- KRS 271B.13-220 (dissenters' notice)
- KRS 271B.13-230 (payment demand)
- KRS 271B.13-250 (payment)
- KRS 271B.13-280 (supplemental demand)
- KRS 271B.13-300 (court action)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on November 5, 2026.
KRS 271B.11-010(2) (checked November 5, 2026): "The plan of merger shall set forth: (a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge; (b) The terms and conditions of the merger; and (c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or part."
KRS 271B.11-010(3) (checked November 5, 2026): "The plan of merger may set forth: (a) Amendments to the articles of incorporation of the surviving corporation; and (b) Other provisions relating to the merger."
KRS 271B.11-030(5) (checked November 5, 2026): "Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (3) of this section) require a greater vote or vote by voting groups, the plan of merger or share exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group."
KRS 271B.11-030(7) (checked November 5, 2026): "Action by the shareholders of the surviving corporation on a plan of merger shall not be required if: (a) The articles of incorporation of the surviving corporation will not differ (except for amendments enumerated in KRS 271B.10-020) from its articles before the merger; (b) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after; (c) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger) will not exceed by more than twenty percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (d) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger (either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger), will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger."
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