369.084. Merger, effect of.

MISSOURI STATUTES AND CODES

Merger, effect of.

369.084. When the merger or consolidation becomes effective:

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

(2) The separate existence of all associations parties tothe plan of merger or consolidation, except the surviving or newassociation, shall cease;

(3) The surviving or new association shall have all rights,privileges, immunities and powers and shall be subject to all theduties and liabilities of an association organized under sections369.010 to 369.369;

(4) The surviving or new association shall then possess allthe rights, privileges, immunities and franchises, as well of apublic as of a private nature, of each of the merging orconsolidating associations;

(5) All property, real, personal and mixed, and all debtsdue on whatever account, and all other choses in action, and alland every other interest, of or belonging to or due to each ofthe associations so merged or consolidated, shall be taken anddeemed to be transferred to and vested in such single associationwithout further act or deed; and the title to any real estate, orany interest therein, under the laws of this state vested in anyof such associations shall not revert or be in any way impairedby reason of such merger or consolidation;

(6) The surviving or new association shall thenceforth beresponsible and liable for all the liabilities and obligations ofeach of the associations so merged or consolidated; and any claimexisting or action or proceeding pending by or against any of theassociations may be prosecuted to judgment as if the merger orconsolidation had not taken place, or the surviving or newassociation may be substituted in its place, and neither therights of creditors nor any liens upon the property of any of theassociations shall be impaired by the merger or consolidation;and

(7) In the case of a merger, the articles of incorporationof the surviving association 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 associations organized under sections 369.010 to369.369 shall be deemed to be the articles of incorporation ofthe new association.