Missouri Laws 355.616 – Plan of merger, approval
1. Subject to the limitations set forth in section 355.621, one or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 355.626.
2. The plan of merger must set forth:
Terms Used In Missouri Laws 355.616
- articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
- Bylaws: the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. See Missouri Laws 355.066
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Mutual benefit corporation: a domestic corporation which is formed as a mutual benefit corporation pursuant to sections 355. See Missouri Laws 355.066
- Property: includes real and personal property. See Missouri Laws 1.020
(1) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(2) The terms and conditions of the planned merger;
(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or in part.
3. The plan of merger may set forth:
(1) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(2) Other provisions relating to the planned merger.