☰ Revisor of Missouri

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 01 Jul 2001, see footnote bottom

  351.410.  Merger procedure. — Any two or more domestic corporations may merge into one of the corporations in the following manner: The board of directors of each corporation shall approve a plan of merger and direct the submission of the plan to a vote at a meeting of shareholders.  The plan of merger shall set forth:

  (1)  The names of the corporations proposing to merge, which are herein designated as the "constituent corporations", and the name of the corporation into which they propose to merge, which is herein designated as "the surviving corporation";

  (2)  The terms and conditions of the proposed merger and the mode of carrying it into effect;

  (3)  The manner and basis of converting the shares of each merging corporation into cash, property, shares or other securities or obligations of the surviving corporation, or (if any shares of any merging corporation are not to be converted solely into cash, property, shares or other securities or obligations of the surviving corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;

  (4)  A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger;

  (5)  Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

­­--------

(L. 1943 p. 410 § 62, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)

Effective 7-01-01

(1996)  When sections 351.410, 351.185 and 351.447, RSMo, are used in conjunction for a merger, the more specific statute overrides the general, and a vote is required.  Kansas City Power & Light v. Western Resources, 939 F.Supp. 688 (W.D. Mo.).


---- end of effective   01 Jul 2001 ----

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