Section 355.631

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 355

Effective - 28 Aug 2004   

  355.631.  Articles of merger. — 1.  After a plan of merger is approved by the board of directors, shareholders, and if required by section 355.626, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth:

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

  (2)  The plan of merger;

  (3)  If approval by members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

  (4)  If approval by members was required:

  (a)  The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

  (b)  Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

  (5)  If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (3) of subsection 1 of section 355.626, a statement that the approval was obtained;

  (6)  If approval by shareholders was required, then a statement as to the manner and basis of converting the shares of each merging corporation into cash, property, memberships 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, memberships 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;

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

  2.  The articles of merger shall be executed in duplicate by each nonprofit or business corporation as follows:

  (1)  Signed as provided in subdivision (1) of subsection 6 of section 355.011 for nonprofit corporations;

  (2)  Signed as provided in section 351.430 for business corporations.

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(L. 1994 H.B. 1095, A.L. 2004 H.B. 1664)