Missouri Laws 362.790 – New company liable for obligations of old
Terms Used In Missouri Laws 362.790
- Bank: means any corporation soliciting, receiving or accepting money, or its equivalent, on deposit as a business, whether the deposit is made subject to check, or is evidenced by a certificate of deposit, a passbook, a note, a receipt, or other writing, and specifically a commercial bank chartered under this chapter or a national bank located in this state. See Missouri Laws 362.010
- Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
- 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.
- Fiduciary: A trustee, executor, or administrator.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Missouri Laws 1.020
- Stockholder: unless otherwise qualified, means a person who appears by the books of a stock corporation to be the owner and holder of one or more shares of the stock of the corporation. See Missouri Laws 362.010
- Trustee: A person or institution holding and administering property in trust.
The rights, obligations and relations of either of the merged corporations or of the consolidating corporations, in respect to any person, creditor, depositor, trustee or beneficiary of any trust, shall remain unimpaired, and the receiving corporation or the consolidated corporation shall, when the merger or consolidation becomes effective, as in this chapter provided, succeed to all such relations, obligations, trust, powers and liabilities and shall execute and perform all duties in relation thereto in the same manner as though it had itself assumed or been clothed with the relation, trust or power, or had itself incurred the obligation or liability; and the liabilities and obligations to creditors of any of the merged corporations, or of any of the consolidating corporations, shall not be impaired by the merger or consolidation; nor shall any obligation or liability of any stockholder in any corporation which is a party to the merger or consolidation be affected by the merger or consolidation, but the obligations and liabilities shall continue as fully and to the same extent as existed before the merger or consolidation; except that if the receiving corporation or the consolidated corporation is to be a bank having no fiduciary powers, the rights, obligations and relations of any trust company which is party to the merger or consolidation with respect to any trustee or beneficiary of any trust shall be turned over to a successor trustee as provided in section 362.118.