Effective - 01 Dec 1993
347.730. Consummation of merger or consolidation, effects — no impairment of shares or rights. — 1. Consummation of a merger or consolidation shall have the following effects:
(1) The constituent entities party to the agreement of merger or consolidation shall be a single entity which, in the case of a merger, shall be the entity designated in the agreement of merger as the surviving entity and, in the case of a consolidation, shall be the new entity provided for in the agreement of consolidation;
(2) The separate existence of each constituent entity, except the surviving entity or the new entity, shall cease;
(3) The surviving or new entity shall thereupon and thereafter possess all rights, privileges, immunities, powers, and franchises possessed by each of the constituent entities and shall be subject to all restrictions, disabilities, and duties of each of such constituent entities to the extent such rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity;
(4) All rights, causes of action, property and assets of whatsoever kind or description whether real, personal, tangible, or intangible, of each of the constituent entities, and all debts due on whatever account to any of them, including subscriptions for shares, promises to make capital contributions, and all other causes in action, belonging to any of them, shall be taken and be deemed to be transferred to and vested in the surviving or new entity without further act or deed;
(5) Title to all real or personal property and any interest therein vested in any constituent entity shall not revert or be in any way impaired by reason of such merger or consolidation;
(6) The surviving or new entity shall thereafter be responsible and liable for all liabilities and obligations of each of the constituent entities. Any claim existing or action or proceeding pending by or against any constituent entity may be prosecuted as if such merger or consolidation had not taken place, or the surviving or new entity may be substituted in the action;
(7) Neither the rights of creditors nor any liens on the property of any constituent entity shall be impaired by the merger or consolidation;
(8) In the case of a merger, the organizational documents of the surviving entity shall be amended to the extent provided in the agreement or articles of merger and the organizational documents, of each other domestic constituent entity shall be deemed cancelled by the filing of the certificate of merger or consolidation by the secretary of state pursuant to subsection 2 of section 347.725;
(9) In the case of a consolidation, the statements set forth in the agreement or articles of consolidation and which are required or permitted to be set forth in the organizational documents of the new entity shall be deemed to be the original organizational documents of the new entity and the organizational documents of each other domestic constituent entity shall be deemed cancelled by the filing by the secretary of state pursuant to subsection 2 of section 347.725; and
(10) The interests, shares, or their equivalent, in each constituent entity, that are to be converted or exchanged into interests, shares, or other securities, cash, obligations, or other property under the terms of the agreement of merger or consolidation shall be so converted. The former holders thereof shall be entitled only to the rights provided in the agreement of* merger or consolidation or the rights otherwise provided by law.
2. Nothing in sections 347.700 to 347.735 shall abridge or impair any dissenter's or appraisal shares or their equivalent rights that may otherwise be available to the members or shareholders or other holders of an interest, in any constituent entity.
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(L. 1993 S.B. 66 & 20 § 359.907)
Effective 12-01-93
*Word "or" appears in original rolls.
Structure Missouri Revised Statutes
Title XXIII - Corporations, Associations and Partnerships
Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations
Section 347.010 - Name of law.
Section 347.015 - Definitions.
Section 347.017 - Single member companies, compliance with this chapter.
Section 347.020 - Name of company regulated.
Section 347.025 - Name may be reserved, how, time period.
Section 347.035 - Organization authorized, purpose.
Section 347.039 - Articles, contents.
Section 347.041 - Articles of amendment, contents — amendments required, when.
Section 347.043 - Restated articles of organization — contents.
Section 347.045 - Articles of termination — contents.
Section 347.047 - Execution of documents, manner — affirmation.
Section 347.049 - Failure to execute documents, action to direct execution.
Section 347.051 - Delivery of documents to secretary of state, format, duties.
Section 347.057 - Limitation of liability of member or manager.
Section 347.059 - Actions without authority, liability.
Section 347.061 - Property of company — title.
Section 347.063 - Transfer of property — instrument of transfer — claims, effect.
Section 347.067 - Binding act after dissolution, manner — unauthorized acts.
Section 347.071 - Admission or representation evidence, when.
Section 347.073 - Notice to authorized person of business matter, effect.
Section 347.075 - Company liable, when.
Section 347.077 - Misapplication of money, liability.
Section 347.081 - Operating agreement, contents — policy statement — enforceability, remedies.
Section 347.083 - Action or vote without meeting, consent required.
Section 347.085 - Waiver of required notice, effect — attendance at meeting — effect.
Section 347.088 - Standard of duty — extent of liabilities and duties — profit or benefit, duty.
Section 347.090 - Reliance by authorized person upon information — discharge of duties.
Section 347.093 - Member or manager may lend money and transact business.
Section 347.095 - Claims among managers or members.
Section 347.097 - Interest may issue upon consideration.
Section 347.101 - Distributions required, when — manner.
Section 347.105 - Distribution, form of.
Section 347.107 - Remedies of member entitled to distribution.
Section 347.111 - Allocation of profits or losses, manner.
Section 347.113 - Members — additional members.
Section 347.123 - Cessation of membership, events of withdrawal.
Section 347.128 - Agreement of merger or consolidation.
Section 347.131 - Effective date of merger or consolidation.
Section 347.133 - Consummation of merger or consolidation, effects — required filings.
Section 347.137 - Dissolution of company, events — notice of winding up.
Section 347.147 - Right to wind up upon dissolution — authorization.
Section 347.149 - Court may liquidate assets, when.
Section 347.151 - Foreign limited liability company, conflict of laws.
Section 347.153 - Foreign company, registration required — application, contents, fee.
Section 347.155 - Proper application for registration, duties of secretary.
Section 347.157 - Name of foreign company regulated.
Section 347.161 - Cancellation, articles of.
Section 347.165 - Cause of action authorized.
Section 347.167 - Service of process, venue.
Section 347.169 - Affirmation, penalties of perjury.
Section 347.171 - Action by member, conditions.
Section 347.173 - Derivative action — complaint.
Section 347.175 - Derivative action — attorney's fees.
Section 347.181 - Law to apply to interstate and international commerce.
Section 347.183 - Additional duties of secretary.
Section 347.185 - Member's interest not security.
Section 347.187 - Classification for purposes of taxation — treatment.
Section 347.700 - Law to apply, merger or consolidation.
Section 347.705 - Definitions.
Section 347.715 - Agreement of merger or consolidation — contents.
Section 347.735 - Merger or consolidation, requirements and limitations — what law to govern.