351.458. Merger or consolidation with foreign corporation--procedure.

MISSOURI STATUTES AND CODES

351.458. Merger or consolidation with foreign corporation--procedure.

Merger or consolidation with foreign corporation--procedure.

351.458. 1. One or more foreign corporations and one or moredomestic corporations may be merged or consolidated in the followingmanner, if such merger or consolidation is permitted by the laws of thestate under which each such foreign corporation is organized:

(1) Each domestic corporation shall comply with the provisions ofthis chapter with respect to the merger or consolidation, as the case maybe, of domestic corporations and each foreign corporation shall comply withthe applicable provisions of the laws of the state under which it isorganized;

(2) If the surviving or new corporation, as the case may be, is to begoverned by the laws of any state other than this state, it shall complywith the provisions of this chapter with respect to foreign corporations ifit is to do business in this state, and regardless of whether or not it isto do business in this state it shall file with the secretary of state ofthis state:

(a) An agreement that it will promptly pay to the dissentingshareholders of any domestic corporation which is a party to the merger orconsolidation the amount, if any, to which they shall be entitled underprovisions of this chapter with respect to the rights of dissentingshareholders, and

(b) An agreement that it may be served with process in this state,and an irrevocable appointment of the secretary of state of this state asits agent to accept service of process, in any proceeding based upon anycause of action against any such domestic corporation arising in this stateprior to the issuance of the certificate of merger or the certificate ofconsolidation by the secretary of state of this state, and in anyproceeding for the enforcement of the rights of a dissenting shareholder ofany such domestic corporation against the surviving or new corporation.

2. The effect of the merger or consolidation shall be the same as inthe case of the merger or consolidation of domestic corporations; except,if the surviving or new corporation is to be governed by the laws of anystate other than this state, to the extent that the laws of the other stateshall otherwise provide.

3. If the surviving or new corporation is a foreign corporation, theeffective date of such merger or consolidation shall be the date on whichthe same becomes effective in the state of domicile of such surviving ornew corporation and the provisions of section 351.440 shall not apply. Adocument from the state of the domicile of the surviving corporation in thecase of a merger, or the new corporation in the case of a consolidation,certifying that the merger or consolidation has become effective in suchstate shall be a requirement for the merger or consolidation becomingeffective in this state.