362.620. Agreement for consolidation.
368 words·~2 min read·
/mo/chapter-362/362-620A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
362.620. Agreement for consolidation. — If the agreement provides for a consolidation, then the agreement shall set out:
(1)The terms and conditions of the consolidation and the method of carrying same into effect;
(2)The name of the proposed corporation which may be the name in whole or in part of any one or more of the corporations which are parties to the agreement;
(3)The name of the city or town and county in this state in which the consolidated corporation is to be located;
(4)The amount of the capital stock of the corporation;
(5)The number of shares into which it is divided and the par value thereof;
(6)That the shares have been subscribed by the persons named therein as the first board of directors as trustees for each of the stockholders of the contracting corporations, and that all of the capital stock has been paid up either in lawful money of the United States, or by the capital stock, surplus and undivided profits of the corporations which are parties to the agreement; provided, that the part of the capital of the consolidated corporation as is paid by the capital, surplus or undivided profits of either one or more of the contracting corporations shall be received only for the amount which may be approved by the director therefor;
(7)That the custody of all such cash and property has been placed in the care and control of the persons named as the first board of directors;
(8)The number of directors and the names and addresses of the directors chosen for the consolidated corporation, and that they may adopt new bylaws for the consolidated company;
(9)The purpose for which the corporation is formed which shall be limited to the purposes as then prescribed by law for trust companies or banks, as the case may be, under this chapter;
(10)The duration of the corporation as may be then permitted by law;
(11)Such other provisions as may be necessary or proper to fully set out the rights of the respective contracting corporations, their stockholders and creditors and the plan of such consolidation.
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(L. 1967 p. 445)
(Source: RSMo 1959 § 363.800)