Section 351.430

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2004, 2 histories   

  351.430.  Summary of articles of merger or consolidation filed — contents. — After a plan of merger or consolidation is authorized in accordance with sections 351.420 and 351.425, the surviving corporation shall file a summary articles of merger or summary articles of consolidation with the secretary of state.  Such summary articles shall state:

  (1)  The name and state or country of incorporation of each of the corporations;

  (2)  That a plan of merger or consolidation has been approved and authorized by each of the corporations in accordance with sections 351.420 and 351.425;

  (3)  The effective date of the merger or consolidation which shall not exceed ninety days after the date of filing of the summary articles of merger or summary articles of consolidation by the secretary of state;

  (4)  The name of the surviving corporation in the case of a merger or the new corporation in the case of a consolidation;

  (5)  In the case of a consolidation, the new address of the registered office and the name of the registered agent at such office for the new corporation;

  (6)  In the case of a merger, such amendments or changes in the articles of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be the articles of incorporation;

  (7)  In the case of a consolidation, that the articles of incorporation of the new corporation shall be as set forth in an attachment to the summary articles;

  (8)  That the executed plan of merger or consolidation is on file at the principal place of business of the surviving corporation in the case of a merger, or new corporation in the case of a consolidation stating the address thereof; and

  (9)  That a copy of a plan of merger or consolidation will be furnished by the surviving corporation in the case of a merger or the new corporation in the case of a consolidation, on request and without cost, to any shareholder of any corporation that is a party to the merger or consolidation.

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(L. 1943 p. 410 § 66, A.L. 2001 S.B. 288, A.L. 2004 H.B. 1664)