Missouri Laws 347.133 – Consummation of merger or consolidation, effects — required filings
Consummation of a merger or consolidation shall have the following effects:
(1) The separate existence of each party to the merger or consolidation, except the surviving entity, ceases;
Terms Used In Missouri Laws 347.133
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
- Lien: A claim against real or personal property in satisfaction of a debt.
- person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Missouri Laws 1.020
- Property: includes real and personal property. See Missouri Laws 1.020
- State: when applied to any of the United States, includes the District of Columbia and the territories, and the words "United States" includes such district and territories. See Missouri Laws 1.020
(2) The assets of each party to the merger or consolidation, including any legacies that it would have been capable of taking, transfer to, vest in and devolve on the surviving entity without further act or deed. Confirmatory deeds, assignments or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the agreement of merger or consolidation by its last acting members or managers, authorized officers or other authorized agents or by the appropriate members, managers, authorized officers or other authorized agents of the surviving entity;
(3) The surviving entity is liable for all the debts and obligations of each nonsurviving party to the merger or consolidation. Any existing claim, action or proceeding pending by or against any nonsurviving party to the merger or consolidation may be prosecuted to judgment as if the merger or consolidation had not taken place, or, on motion of the surviving entity or any party, the surviving entity may be substituted as a party to the claim, action or proceeding. A judgment against the nonsurviving party to the merger or consolidation constitutes a lien on the surviving entity;
(4) A merger or consolidation does not impair the rights of creditors or any liens on the property of any foreign or domestic person party to the merger or consolidation;
(5) In the case of a merger, the articles of organization of any surviving domestic limited liability company shall be amended to the extent provided in the notice of merger and the articles of organization of each other domestic limited liability company shall be deemed cancelled by the filing of the notice of merger by the secretary of state;
(6) In the case of a consolidation, the statements set forth in the agreement or articles of consolidation and which are required or permitted to be set forth in the organizational documents of the new entity shall be deemed to be the original organizational documents of the new entity and the organizational documents of each other domestic constituent entity shall be deemed cancelled by the filing of the notice of consolidation by the secretary of state; and
(7) The interests in each limited liability company party to the merger or consolidation that are to be converted or exchanged into interests, cash, obligations or other property pursuant to the terms of the agreement of merger or consolidation shall be so converted or exchanged. The former holders of such interests, cash, obligations or other property shall be entitled only to the rights provided in the agreement of merger or consolidation or the rights otherwise provided by law.