394.230. Effect of consolidation or merger. - Missouri Statutes

Effect of consolidation or merger.

394.230. The effect of consolidation or merger shall be asfollows:

(1) The several cooperatives, parties to the consolidationor merger, shall be a single cooperative, which in the case of aconsolidation, shall be the new cooperative provided for in thearticles of consolidation, and, in the case of a merger, shall bethat cooperative designated in the articles of merger as thesurviving cooperative, and the separate existence of allcooperatives, parties to the consolidation or merger, except thenew or surviving cooperative, shall cease;

(2) Such new or surviving cooperative shall have all therights, privileges, immunities, and powers and shall be subjectto all the duties and liabilities of a cooperative organizedunder the provisions of this chapter, and shall possess all therights, privileges, immunities, and franchises, as well of apublic as of a private nature, and all property, real andpersonal, applications for membership, all debts due on whateveraccount, and all other choses in action, of each of theconsolidating or merging cooperatives, and furthermore all andevery interest of, or belonging or due to, each of thecooperatives so consolidated or merged, shall be taken and deemedto be transferred to and vested in such new or survivingcooperative without further act or deed; and the title to anyreal estate, or any interest therein, under the laws of thisstate vested in any such cooperatives shall not revert or be inany way impaired by reason of such consolidation or merger;

(3) Such new or surviving cooperative shall thenceforth beresponsible and liable for all of the liabilities and obligationsof each of the cooperatives so consolidated or merged, and anyclaim existing, or action or proceeding pending, by or againstany of such cooperatives may be prosecuted as if suchconsolidation or merger had not taken place, but such new orsurviving cooperative may be substituted in its place;

(4) Neither the rights of creditors nor any liens upon theproperty of any of such cooperatives shall be impaired by suchconsolidation or merger; and

(5) In the case of a consolidation, the articles ofconsolidation shall be deemed to be the articles of incorporationof the new cooperative; and in the case of a merger, the articlesof incorporation of the surviving cooperatives shall be deemed tobe amended to the extent, if any, that changes therein areprovided for in the articles of merger.

(RSMo 1939 § 5401)