Missouri Laws 347.735 – Merger or consolidation, requirements and limitations — what law to govern
1. Notwithstanding any provisions in sections 347.700 to 347.730 to the contrary, any proposed merger or consolidation otherwise permitted pursuant to section 347.710 in which any constituent entity is organized or formed under the law of any jurisdiction other than this state shall be permitted only if:
(1) The merger or consolidation is permitted by the law of the state or country under whose laws each foreign constituent entity is organized or formed, and each foreign constituent entity complies with that law in effecting the merger or consolidation;
Terms Used In Missouri Laws 347.735
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Service of process: The service of writs or summonses to the appropriate party.
- 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) Each foreign constituent entity complies with section 347.725 if it is the surviving entity or the new entity;
(3) Each domestic constituent entity complies with the applicable provisions of sections 347.715 and 347.720, and, if it is the surviving entity or the new entity, complies with section 347.725.
2. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, then, upon the effectiveness of a merger or consolidation, the surviving entity or new entity shall file a statement with the secretary of state that the surviving entity or the new entity, as the case may be, agrees that it is subject to service of process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state and for enforcement of any obligation of the surviving entity or new entity arising from the merger or consolidation.
3. The effect of such merger or consolidation shall be as provided in section 347.730, if the surviving entity or new entity is to be governed by the laws of this state. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in section 347.730 except insofar as the laws of such other jurisdiction provide otherwise.