347.735. Merger or consolidation, requirements and limitations — what law to govern.

361 words·~2 min read·/mo/chapter-347/347-735

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

347.735. Merger or consolidation, requirements and limitations — what law to govern. — 1. Notwithstanding any provisions in sections 347.700 to 347.730 to the contrary, any proposed merger or consolidation otherwise permitted pursuant to section 347.710 in which any constituent entity is organized or formed under the law of any jurisdiction other than this state shall be permitted only if:

(1)The merger or consolidation is permitted by the law of the state or country under whose laws each foreign constituent entity is organized or formed, and each foreign constituent entity complies with that law in effecting the merger or consolidation;

(2)Each foreign constituent entity complies with section 347.725 if it is the surviving entity or the new entity;

(3)Each domestic constituent entity complies with the applicable provisions of sections 347.715 and 347.720 , and, if it is the surviving entity or the new entity, complies with section 347.725 .

2. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, then, upon the effectiveness of a merger or consolidation, the surviving entity or new entity shall file a statement with the secretary of state that the surviving entity or the new entity, as the case may be, agrees that it is subject to service of process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state and for enforcement of any obligation of the surviving entity or new entity arising from the merger or consolidation.

3. The effect of such merger or consolidation shall be as provided in section 347.730 , if the surviving entity or new entity is to be governed by the laws of this state. If the surviving entity or new entity is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in section 347.730 except insofar as the laws of such other jurisdiction provide otherwise.

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(L. 1993 S.B. 66 & 20 § 359.908)

Effective 12-01-93