351.415. Consolidation procedure. - Missouri Statutes

Consolidation procedure.

351.415. Any two or more domestic corporations may consolidate into anew domestic corporation in the following manner: The board of directorsof each corporation shall approve a plan of consolidation and direct thesubmission of the plan to a vote at a meeting of shareholders. The plan ofconsolidation shall set forth:

(1) The names of the corporations proposing to consolidate, which areherein designated as the "constituent corporations" and the name of the newcorporation into which they propose to consolidate, which is hereindesignated as "the new corporation";

(2) The terms and conditions of the proposed consolidation and themode of carrying it into effect;

(3) The manner and basis of converting the shares of eachconsolidating corporation into cash, property, shares, or other securities,or obligations of the new corporation, or (if any shares of anyconsolidating corporation are not to be converted solely into cash,property, shares or other securities or obligations of the new corporation)into cash, property, shares or other securities or obligations of any otherdomestic or foreign corporation, which cash, property, shares or othersecurities or obligations of any other domestic or foreign corporation maybe in addition to or completely in lieu of cash, property, shares or othersecurities or obligations of the new corporation;

(4) With respect to the new corporation, all of the statementsrequired to be set forth in articles of incorporation for corporationsorganized under this chapter;

(5) Such other provisions with respect to the proposed consolidationas are deemed necessary or desirable.

(L. 1943 p. 410 § 63, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)

Effective 7-01-01