355.631. Articles of merger.

MISSOURI STATUTES AND CODES

Articles of merger.

355.631. 1. After a plan of merger is approved by the board ofdirectors, shareholders, and if required by section 355.626, by the membersand any other persons, the surviving or acquiring corporation shall deliverto the secretary of state articles of merger setting forth:

(1) The names of the corporations proposing to merge, and the name ofthe corporation into which they propose to merge, which is hereindesignated as "the surviving corporation";

(2) The plan of merger;

(3) If approval by members was not required, a statement to thateffect and a statement that the plan was approved by a sufficient vote ofthe board of directors;

(4) If approval by members was required:

(a) The designation, number of memberships outstanding, number ofvotes entitled to be cast by each class entitled to vote separately on theplan, and number of votes of each class indisputably voting on the plan;and

(b) Either the total number of votes cast for and against the plan byeach class entitled to vote separately on the plan or the total number ofundisputed votes cast for the plan by each class and a statement that thenumber cast for the plan by each class was sufficient for approval by thatclass;

(5) If approval of the plan by some person or persons other than themembers or the board is required pursuant to subdivision (3) of subsection1 of section 355.626, a statement that the approval was obtained;

(6) If approval by shareholders was required, then a statement as tothe manner and basis of converting the shares of each merging corporationinto cash, property, memberships or other securities or obligations of thesurviving corporation, or, if any shares of any merging corporation are notto be converted solely into cash, property, memberships or other securitiesor obligations of the surviving corporation, into cash, property, shares orother securities or obligations of any other domestic or foreigncorporation, which cash, property, shares or other securities orobligations of any other domestic or foreign corporation may be in additionto or completely in lieu of cash, property, shares or other securities orobligations of the surviving corporation;

(7) A statement of any changes in the articles of incorporation ofthe surviving corporation to be effected by the merger.

2. The articles of merger shall be executed in duplicate by eachnonprofit or business corporation as follows:

(1) Signed as provided in subdivision (1) of subsection 6 of section355.011 for nonprofit corporations;

(2) Signed as provided in section 351.430, RSMo, for businesscorporations.