Section 351.1159

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1159.  Abandonment of plan of merger, procedure. — 1.  After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that approved the plan.

  2.  A plan of merger may be abandoned before the effective date of the plan by a resolution of the board of any surviving entity or merging entity, subject to the contract rights of any other person under the plan.  If a plan of merger is with a foreign business entity, the plan of merger may be abandoned before the effective date of the plan by a resolution of the foreign business entity adopted according to the laws of the state under which the foreign business entity is organized, subject to the contract rights of any other person under the plan.  If the plan of merger is with a domestic business entity, the plan of merger may be abandoned by the domestic business entity in accordance with the provisions of the revised statutes of Missouri, subject to the contractual rights of any other person under the plan.

  3.  If articles of merger have been filed with the secretary of state, but have not yet become effective, the constituent organizations, or any one of them, shall file with the secretary of state articles of abandonment that contain:

  (1)  The names of the constituent organizations;

  (2)  The provisions of this section under which the plan is abandoned and the text of the resolution abandoning the plan.

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(L. 2011 S.B. 366)