352.150. Proceedings to effect merger.

523 words·~2 min read·/mo/chapter-352/352-150

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

352.150. Proceedings to effect merger. — 1. The corporations which are to be parties to such merger or consolidation, upon being first authorized by the affirmative vote of a majority of their respective members entitled to vote, shall enter into an agreement providing for such merger or consolidation and the terms and conditions thereof, subject, however, to the approval of the circuit court as herein provided.

2. Thereafter, such corporations shall submit to the circuit court having jurisdiction in the city or county where either of such corporations is located a copy of such agreement with their petition praying for the approval of such agreement and consolidation or merger. If the court finds that such consent of such majority of the members of such respective corporations has been obtained and if the court shall be of the opinion that the purposes of such proposed consolidated corporation come properly within the purview of the laws of this state relating to benevolent, religious, scientific, fraternal-beneficial, educational and miscellaneous associations and that such merger or consolidation is not inconsistent with the constitution or laws of the United States or of this state, the court shall enter of record an order to that effect granting said petition and authorizing and approving such merger or consolidation.

3. No such order shall be made until such petition shall have remained on file in such court for at least three days; and if and when the judge to whom such petition shall have been presented shall entertain any doubt as to the lawfulness of such proposed merger or consolidation, he may appoint some competent person as a friend of the court, whose duty it shall be to examine said petition and agreement and show cause, if any there be, on some day to be fixed by the court, why the prayer of such petition should not be granted.

Such person so appointed shall not be confined in his examination to said petition and agreement, but may introduce such testimony as may be available and proper in order to fully disclose the true purposes of such merger or consolidation; and upon the hearing thereof, the court shall make such order granting or dismissing said petition as to it may seem best.

4. Upon the entry of an order by the court approving such consolidation or merger and granting such petition, the petitioners shall cause the said agreement, together with such order of court, to be recorded in the office of the recorder of deeds of the county or counties in which such petitioners are located and thereafter filed in the office of the secretary of state. Thereupon, the secretary of state shall issue to such consolidated corporation a certified copy of such agreement and order of court as filed in his office, which certified copy shall be the charter of incorporation of such consolidated corporation, and thereupon such consolidated corporation shall become and be a body corporate and politic by the corporate name designated in such agreement and subject to the laws of this state relating to such associations as aforesaid.

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(RSMo 1939 § 5458)

Prior revision: 1929 § 5021