351.415. Consolidation procedure.

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

351.415. Consolidation procedure. — Any two or more domestic corporations may consolidate into a new domestic corporation in the following manner: The board of directors of each corporation shall approve a plan of consolidation and direct the submission of the plan to a vote at a meeting of shareholders. The plan of consolidation shall set forth:

(1)The names of the corporations proposing to consolidate, which are herein designated as the "constituent corporations" and the name of the new corporation into which they propose to consolidate, which is herein designated as "the new corporation";

(2)The terms and conditions of the proposed consolidation and the mode of carrying it into effect;

(3)The manner and basis of converting the shares of each consolidating corporation into cash, property, shares, or other securities, or obligations of the new corporation, or (if any shares of any consolidating corporation are not to be converted solely into cash, property, shares or other securities or obligations of the new 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 new corporation;

(4)With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter;

(5)Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

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(L. 1943 p. 410 § 63, 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