Section 347.705

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 347

Effective - 24 Jun 1997, see footnote   

  347.705.  Definitions. — As used in sections 347.700 to 347.735, the following terms mean:

  (1)  "Constituent entity", each person that is a party to a merger or consolidation subject to sections 347.700 to 347.735;

  (2)  "New entity", the person into which constituent entities consolidate, as identified in the agreement of consolidation or articles of consolidation provided for in sections 347.700 to 347.735;

  (3)  "Organizational document", with respect to a corporation, its articles of corporation or their equivalent, with respect to a general partnership, its fictitious name registration or its equivalent, with respect to a limited partnership, its certificate of limited partnership or its equivalent, with respect to a limited liability company, its articles of organization or their equivalent, with respect to a limited liability partnership, its registration as a limited liability partnership or its equivalent, with respect to a limited liability limited partnership, its certificate of limited partnership and its registration as a limited liability partnership or their equivalent, and with respect to any other type of person, the documents, if any, necessary to form and organize such person under the laws of the jurisdiction under which such person was or is formed and organized;

  (4)  "Person", a domestic or foreign general partnership, limited partnership, limited liability partnership, limited liability limited partnership, limited liability company, corporation, trust, business trust, real estate investment trust and other association or business entity;

  (5)  "Surviving entity", the constituent entity surviving a merger, as identified in the agreement of merger or articles of merger provided for in sections 347.700 to 347.735.

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(L. 1993 S.B. 66 & 20 § 359.902, A.L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)