Missouri § 347.725 - Articles of merger or consolidation, contents — filing — duplicates, delivery — effective, when.

§ 347.725. Articles of merger or consolidation, contents — filing — duplicates, delivery — effective, when.

1.  After an agreement of merger or consolidation is authorized, approved, and certified in accordance with section 347.720, the surviving or new entity shall file the agreement of merger or consolidation with the secretary of state or, in lieu thereof, articles of merger or consolidation, duly executed, by each constituent entity setting forth:

(1)  The name, state or country of organization and nature or type of each of the constituent entities;

(2)  That an agreement of merger or consolidation has been authorized and approved by each of the constituent entities in accordance with section 347.720;

(3)  The effective date of the merger or consolidation which may not exceed ninety days after the date of filing of the agreement of merger or consolidation or the articles of merger or consolidation;

(4)  The name of the surviving or new entity;

(5)  If applicable, the address of the registered office and the name of the registered agent at such office for the surviving or new entity;

(6)  In the case of a merger, such amendments or changes to the organizational documents of the surviving entity, as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the organizational documents of the surviving entity shall be its organizational documents;

(7)  In the case of a consolidation, that the organizational documents of the new entity shall be as set forth in an attachment to such agreement or articles of merger or consolidation;

(8)  That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or new entity, stating the address thereof; and

(9)  That a copy of the agreement of merger or consolidation will be furnished by the surviving or new entity, on request and without cost, to any partner, shareholder, member, or their equivalent of any entity that is a party to the merger or consolidation.

2.  An original of the agreement of merger or consolidation or articles of merger or consolidation for each domestic constituent entity to the merger or consolidation shall be delivered to the secretary of state for filing.  A person who executes an agreement or articles of merger or consolidation as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing.  Unless the secretary of state finds that the agreement or articles of merger or consolidation do not conform to law, upon receipt of all filing fees required by law, the secretary of state shall:

(1)  Endorse on the document the word "Filed" and the day, month and year of the filing thereof;

(2)  File the document in the secretary of state's office;

(3)  Issue a certificate of merger or consolidation, which shall set forth the names of all constituent entities, the name of the state or country under the laws of which each was formed, whether a merger or consolidation is involved, the name of the surviving or new entity, the name of the state or country under the laws of which the new entity is formed, the date of filing of the agreement of merger or consolidation or articles of merger or consolidation with him, and the effective date of the merger or consolidation;

(4)  Return a copy of the certificate of merger or consolidation to the person who filed the agreement or articles of merger or consolidation or his representative; and

(5)  File a copy of the certificate of merger or consolidation in the records of the secretary of state for each domestic constituent entity.

3.  A merger or consolidation shall be effective when the requirements for effectiveness of the laws under which any constituent entity was formed have been met and the certificate of merger or consolidation has been filed by the secretary of state, unless a later date is specified in the agreement of merger or consolidation or articles of merger or consolidation, in which case, the effective date of the merger or consolidation will be the date so specified which shall, in no event, exceed ninety days after the date the agreement of merger or consolidation or articles of merger or consolidation is delivered to the secretary of state for filing.

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(L. 1993 S.B. 66 & 20 § 359.906, A.L. 2004 H.B. 1664)

---- end of effective  28 Aug 2004 ----

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