Effective – 01 Jul 2001 351.410. Merger procedure. — Any two or more domestic corporations may merge into one of the corporations in the following manner: The board of directors of each corporation shall approve a plan of merger and direct the submission of the plan to a vote at a meeting of shareholders. The […]
Effective – 01 Jul 2001 351.415. Consolidation procedure. — Any two or more domestic corporations may consolidate into a new domestic corporation in the following manner: The board of directors of each corporation shall approve a plan of consolidation and direct the submission of the plan to a vote at a meeting of shareholders. The […]
Effective – 28 Aug 1975 351.420. Merger plan to be submitted to shareholders, procedure. — The plan of merger or plan of consolidation shall be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of […]
Effective – 28 Aug 1943 351.425. Voting by shareholders on plan for merger or consolidation. — At each such meeting a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of […]
Effective – 28 Aug 2004 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 […]
Effective – 28 Aug 2004 351.435. Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation. — The original copy of the articles of merger or articles of consolidation shall be delivered to the secretary of state by the surviving corporation in the case of a merger or […]
Effective – 28 Aug 1965 351.445. Certificate of merger returned to surviving or new corporation. — The certificate of merger and certified copy thereof, with a copy of the articles of merger affixed thereto by the secretary of state, or the certificate of consolidation and certified copy thereof, with a copy of the articles of […]
Effective – 28 Aug 1985 351.447. Corporation holding ninety percent of the shares of another may merge without election, when. — 1. In any case in which at least ninety percent of the outstanding shares of each class of a corporation or corporations is owned by another corporation and one of the corporations is a […]
Effective – 28 Aug 2004 351.448. Merger without shareholders’ vote, when — requirements, results. — 1. Unless expressly required by its articles of incorporation for a holding company reorganization pursuant to this section through the use of a specific reference to this section, no vote of shareholders of a domestic corporation shall be necessary to […]
Effective – 28 Aug 1943 351.450. New status after merger or consolidation has been effected. — When such merger or consolidation has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the […]
Effective – 28 Aug 2006 351.455. Shareholder entitled to appraisal and payment of fair value, when — remedy exclusive, when. — 1. Any shareholder shall be deemed a dissenting shareholder and entitled to appraisal under this section if such shareholder: (1) Owns stock of a corporation which is a party to a merger or consolidation […]
Effective – 01 Jul 2001 351.458. Merger or consolidation with foreign corporation — procedure. — 1. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation […]
Effective – 28 Aug 2007 351.459. Definitions — business combinations, requirements — permitted combinations — exceptions. — 1. For the purposes of this section, the following terms mean: (1) “Affiliate”, a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person; […]
