Section 10 Section 351.410 Merger

• Library: Bus Trans 2005

To begin a Section 351.410 Merger of two or more Missouri corporations, each corporation proposing to merge (a “constituent corporation”) must have a plan of merger approved by the board of directors and submitted to the shareholders for a vote. Section 351.410, RSMo Supp. 2004. The plan must set forth:

• the names of each constituent corporation and the name of the surviving corporation

• the terms and conditions of the proposed merger and the mode of effectuating the merger

• the manner and basis of converting the shares of each constituent corporation into cash, property, shares, or other securities or obligations of the surviving corporation

• any changes to the surviving corporation’s articles of incorporation; and

• other provisions with respect to the merger that are deemed necessary or desirable

Id.

The plan of merger must then be submitted to a vote of the shareholders at an annual or special meeting. Each shareholder must receive notice of the meeting in the form required by § 351.230, RSMo 2000. The notice must state that one of the purposes of the meeting will be to consider the plan of merger. Section 351.420, RSMo 2000. A copy or summary of the plan of merger...