Missouri § 351.410 - Merger procedure.
Full text of Missouri Revised Statutes of Missouri § 351.410 — Merger procedure., with citation guidance and answers to common questions.
§ 351.410. Merger procedure.
Any two or more domestic corporations may merge into one of the corporations in the following manner: The board of directors of each corporation shall approve a plan of merger and direct the submission of the plan to a vote at a meeting of shareholders. The plan of merger shall set forth:
(1) The names of the corporations proposing to merge, which are herein designated as the "constituent corporations", and the name of the corporation into which they propose to merge, which is herein designated as "the surviving corporation";
(2) The terms and conditions of the proposed merger and the mode of carrying it into effect;
(3) The manner and basis of converting the shares of each merging corporation into cash, property, shares or other securities or obligations of the surviving corporation, or (if any shares of any merging corporation are not to be converted solely into cash, property, shares or other securities or obligations of the surviving corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;
(4) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger;
(5) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
--------
(L. 1943 p. 410 § 62, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)
Effective 7-01-01
(1996) When sections 351.410, 351.185 and 351.447, RSMo, are used in conjunction for a merger, the more specific statute overrides the general, and a vote is required. Kansas City Power & Light v. Western Resources, 939 F.Supp. 688 (W.D. Mo.).
---- end of effective 01 Jul 2001 ----
Frequently Asked Questions About Missouri § 351.410
What does Revised Statutes of Missouri § 351.410 cover?
Section 351.410 ("Merger procedure.") is part of the Revised Statutes of Missouri, the codified statutory law of Missouri. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Missouri § 351.410?
A common citation format is "Revised Statutes of Missouri § 351.410" (Missouri). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Missouri law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Missouri official source linked on this page or consult a licensed Missouri attorney.
How does Missouri § 351.410 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Missouri can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Missouri.