Kentucky Letter to Shareholders

State:
Multi-State
Control #:
US-CC-12-1384FH
Format:
Word; 
Rich Text
Instant download

Description

12-1384FH 12-1384FH . . . Proxy Statement and Prospectus for approval of merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist) and (b) conversion of each share of corporation common stock into right to receive 1.15 shares of Acquiring Company common stock. The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986
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FAQ

Entities that are "inactive" are either in "good standing" or "bad standing." If an entity has "inactive status and bad standing," either the entity did not file an annual report for the year, or the registered agent has resigned and a new agent has not been appointed.

File with the Secretary of State: When a corporation wishes to cease doing business, Articles of Dissolution must be filed with the Secretary of State if authorized by statute. Articles of Dissolution for a business corporation must comply with KRS 271B.

Involuntary/Administrative Dissolution ? The Secretary of State may administratively dissolve a business entity for non-compliance with various Kentucky business laws. An administratively dissolved business may not carry on any business except that necessary to wind up its affairs and liquidate its assets. KRS 14A.

To amend your Kentucky LLC Articles of Organization you submit form Articles of Amendment to the Kentucky Secretary of State (SOS). The form is available in your online account once you sign up with Northwest. You can also find the amendment form on the SOS website.

Foreign Corporation: A foreign corporation transacting business in Kentucky does not file Articles of Incorporation, but must obtain a Certificate of Authority from the Secretary of State by filing an Application for Certificate of Authority with a filing fee.

??Most businesses, except sole proprietorships, are required to file an annual report with the Office of the Secretary of State. All businesses which are required to file an annual report receive an annual report postcard annually in January.

Who needs to register their business? In most cases, all businesses in Kentucky are required by law to register with the Office of the Secretary of the State, the Department of Revenue, the Office of Employment Training, the Internal Revenue Service and with local municipalities to obtain business licenses and permits.

If a foreign corporation or foreign LLC registered in Kentucky no longer wants to do business there, it can apply to withdraw its registration in the state. To do so, the corporation or LLC would submit a Certificate of Withdrawal, and an exact copy, to the Kentucky Secretary of State (SOS) by mail or in person.

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Kentucky Letter to Shareholders