Section 347.720

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 347

Effective - 28 Aug 2003   

  347.720.  Agreement of merger or consolidation — authorization and approval — certification — abandonment, procedure. — 1.  The agreement of merger or consolidation required by section 347.715 shall be authorized and approved in the following manner:

  (1)  A constituent entity that is a domestic general partnership shall have the agreement of merger or consolidation authorized and approved by all of the partners, unless otherwise provided in the articles or agreement of partnership;

  (2)  A constituent entity that is a domestic limited partnership shall have the agreement of merger or consolidation approved by all general partners and by all of the limited partners unless otherwise provided in the articles or agreement of limited partnership;

  (3)  A constituent entity that is a domestic corporation shall have the agreement of merger or consolidation approved in the manner applicable to a merger of two or more domestic corporations as provided in chapter 351 or 355, as is applicable;

  (4)  A constituent entity that is a domestic limited liability company shall have the agreement of merger or consolidation approved in the manner provided in section 347.079; and

  (5)  Each constituent entity formed under the laws of a jurisdiction other than this state shall have the agreement of merger or consolidation approved in accordance with the laws of such other jurisdiction.

  2.  The fact that the agreement of merger or consolidation has been authorized and approved in accordance with this section shall be certified on the agreement of merger or consolidation on behalf of each constituent entity:

  (1)  In the case of any domestic general or limited partnership, by any general partner;

  (2)  In the case of any domestic corporation, by its president or a vice president, and by its secretary or an assistant secretary;

  (3)  In the case of any domestic limited liability company, by any authorized person as defined in section 347.015; and

  (4)  In the case of any constituent entity formed under the laws of any jurisdiction other than this state, in accordance with the laws of such other jurisdiction.

  3.  After the agreement of merger or consolidation is authorized and approved, unless the agreement of merger or consolidation provides otherwise, and at any time before the agreement of merger or consolidation or certificate of merger or consolidation is effective as provided for in section 347.725, the agreement of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the agreement of merger or consolidation or, if none is set forth, with the approval of those persons or individuals entitled to approve the merger or consolidation as provided in subsection 1 of this section.

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(L. 1993 S.B. 66 & 20 § 359.905, A.L. 2003 S.B. 394)