Missouri Laws 355.641 – Merger with foreign corporation
1. Except as provided in section 355.621, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
(1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
Terms Used In Missouri Laws 355.641
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Foreign corporation: a corporation organized under a law other than the laws of this state which would be a nonprofit corporation if formed under the laws of this state. See Missouri Laws 355.066
- Proceeding: includes civil suits and criminal, administrative, and investigatory actions. See Missouri Laws 355.066
- Secretary: the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355. See Missouri Laws 355.066
- Service of process: The service of writs or summonses to the appropriate party.
- State: when referring to a part of the United States, includes a state or commonwealth, and its agencies and governmental subdivisions, and any territory or insular possession, and its agencies and governmental subdivisions, of the United States. See Missouri Laws 355.066
(2) The foreign corporation complies with section 355.631 if it is the surviving corporation of the merger; and
(3) Each domestic nonprofit corporation complies with the applicable provisions of sections 355.616 to 355.626 and, if it is the surviving corporation of the merger, with section 355.631.
2. Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it unless the foreign business or nonprofit corporation has qualified to do business in Missouri so that it will have already designated a registered agent.