347.735. Merger or consolidation, requirements and limitations--what law to govern. - Missouri Statutes

Merger or consolidation, requirements and limitations--what law togovern.

347.735. 1. Notwithstanding any provisions in sections347.700 to 347.730 to the contrary, any proposed merger orconsolidation otherwise permitted pursuant to section 347.710 inwhich any constituent entity is organized or formed under the lawof any jurisdiction other than this state shall be permitted onlyif:

(1) The merger or consolidation is permitted by the law ofthe state or country under whose laws each foreign constituententity is organized or formed, and each foreign constituententity complies with that law in effecting the merger orconsolidation;

(2) Each foreign constituent entity complies with section347.725 if it is the surviving entity or the new entity;

(3) Each domestic constituent entity complies with theapplicable provisions of sections 347.715 and 347.720, and, if itis the surviving entity or the new entity, complies with section347.725.

2. If the surviving entity or new entity is to be governedby the laws of any jurisdiction other than this state, then, uponthe effectiveness of a merger or consolidation, the survivingentity or new entity shall file a statement with the secretary ofstate that the surviving entity or the new entity, as the casemay be, agrees that it is subject to service of process in thisstate in any proceeding for enforcement of any obligation of anyconstituent entity party to the merger or consolidation that wasorganized under the laws of this state and for enforcement of anyobligation of the surviving entity or new entity arising from themerger or consolidation.

3. The effect of such merger or consolidation shall be asprovided in section 347.730, if the surviving entity or newentity is to be governed by the laws of this state. If thesurviving entity or new entity is to be governed by the laws ofany jurisdiction other than this state, the effect of such mergeror consolidation shall be the same as provided in section 347.730except insofar as the laws of such other jurisdiction provideotherwise.

(L. 1993 S.B. 66 & 20 § 359.908)

Effective 12-1-93