351.450. New status after merger or consolidation has been effected.

MISSOURI STATUTES AND CODES

351.450. New status after merger or consolidation has been effected.

New status after merger or consolidation has been effected.

351.450. When such merger or consolidation has beeneffected:

(1) The several corporations parties to the plan of mergeror consolidation shall be a single corporation, which, in thecase of a merger, shall be that corporation designated in theplan of merger as the surviving corporation, and, in the case ofa consolidation, shall be the new corporation provided for in theplan of consolidation.

(2) The separate existence of all corporations parties tothe plan of merger or consolidation, except the surviving or newcorporation, shall cease.

(3) Such surviving or new corporation shall have all therights, privileges, immunities, and powers and shall be subjectto all the duties and liabilities of a corporation organizedunder this chapter.

(4) Such surviving or new corporation shall thereupon andthereafter possess all the rights, privileges, immunities, andfranchises, as well of a public as of a private nature, of eachof the merging or consolidating corporations; and all property,real, personal, and mixed, and all debts due on whatever account,including subscriptions to shares, and all other choses inaction, and all and every other interest, of or belonging to ordue to each of the corporations so merged or consolidated, shallbe taken and deemed to be transferred to and vested in suchsingle corporation without further act or deed; and the title toany real estate, or any interest therein, under the laws of thisstate vested in any of such corporations shall not revert or bein any way impaired by reason of such merger or consolidation.

(5) Such surviving or new corporation shall thenceforth beresponsible and liable for all the liabilities and obligations ofeach of the corporations so merged or consolidated; and any claimexisting or action or proceeding pending by or against any ofsuch corporations may be prosecuted to judgment as if such mergeror consolidation had not taken place, or such surviving or newcorporation may be substituted in its place. Neither the rightsof creditors nor any liens upon the property of any of suchcorporations shall be impaired by such merger or consolidation.

(6) In the case of a merger, the articles of incorporationof the surviving corporation shall be deemed to be amended to theextent, if any, that changes in its articles are stated in thearticles of merger; and, in the case of a consolidation, thestatements set forth in the articles of consolidation and whichare required or permitted to be set forth in the articles ofincorporation of corporations organized under this chapter shallbe deemed to be the articles of incorporation of the newcorporation.

(7) The aggregate amount of the net assets of the merging orconsolidating corporations which was available for the payment ofdividends immediately prior to such merger or consolidation, tothe extent that the value thereof is not transferred to statedcapital by the issuance of shares or otherwise, shall continue tobe available for the payment of dividends by such surviving ornew corporation.