Missouri Laws 355.631 – Articles of merger
1. After a plan of merger is approved by the board of directors, shareholders, and if required by section 355.626, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth:
(1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is herein designated as “the surviving corporation”;
Terms Used In Missouri Laws 355.631
- articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
- board of directors: the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355. See Missouri Laws 355.066
- Class: a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. See Missouri Laws 355.066
- 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
- Deliver: includes mail. See Missouri Laws 355.066
- Directors: individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. 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
- Person: includes any individual or entity. See Missouri Laws 355.066
- Property: includes real and personal property. See Missouri Laws 1.020
- 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
- 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
- Vote: includes authorization by written ballot and written consent. See Missouri Laws 355.066
(2) The plan of merger;
(3) If approval by members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(4) If approval by members was required:
(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;
(5) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (3) of subsection 1 of section 355.626, a statement that the approval was obtained;
(6) If approval by shareholders was required, then a statement as to the manner and basis of converting the shares of each merging corporation into cash, property, memberships or other securities or obligations of the surviving corporation, or, if any shares of any merging corporation are not to be converted solely into cash, property, memberships or other securities or obligations of the surviving corporation, into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;
(7) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger.
2. The articles of merger shall be executed in duplicate by each nonprofit or business corporation as follows:
(1) Signed as provided in subdivision (1) of subsection 6 of section 355.011 for nonprofit corporations;
(2) Signed as provided in section 351.430 for business corporations.