347.720. Agreement of merger or consolidation--authorization and approval--certification--abandonment, procedure.
Agreement of merger or consolidation--authorization andapproval--certification--abandonment, procedure.
347.720. 1. The agreement of merger or consolidation required bysection 347.715 shall be authorized and approved in the following manner:
(1) A constituent entity that is a domestic general partnership shallhave the agreement of merger or consolidation authorized and approved byall of the partners, unless otherwise provided in the articles or agreementof partnership;
(2) A constituent entity that is a domestic limited partnership shallhave the agreement of merger or consolidation approved by all generalpartners and by all of the limited partners unless otherwise provided inthe articles or agreement of limited partnership;
(3) A constituent entity that is a domestic corporation shall havethe agreement of merger or consolidation approved in the manner applicableto a merger of two or more domestic corporations as provided in chapter 351or 355, RSMo, as is applicable;
(4) A constituent entity that is a domestic limited liability companyshall have the agreement of merger or consolidation approved in the mannerprovided in section 347.079; and
(5) Each constituent entity formed under the laws of a jurisdictionother than this state shall have the agreement of merger or consolidationapproved in accordance with the laws of such other jurisdiction.
2. The fact that the agreement of merger or consolidation has beenauthorized and approved in accordance with this section shall be certifiedon the agreement of merger or consolidation on behalf of each constituententity:
(1) In the case of any domestic general or limited partnership, byany general partner;
(2) In the case of any domestic corporation, by its president or avice president, and by its secretary or an assistant secretary;
(3) In the case of any domestic limited liability company, by anyauthorized person as defined in section 347.015; and
(4) In the case of any constituent entity formed under the laws ofany jurisdiction other than this state, in accordance with the laws of suchother jurisdiction.
3. After the agreement of merger or consolidation is authorized andapproved, unless the agreement of merger or consolidation providesotherwise, and at any time before the agreement of merger or consolidationor certificate of merger or consolidation is effective as provided for insection 347.725, the agreement of merger or consolidation may be abandoned,subject to any contractual rights, in accordance with the procedure setforth in the agreement of merger or consolidation or, if none is set forth,with the approval of those persons or individuals entitled to approve themerger or consolidation as provided in subsection 1 of this section.
(L. 1993 S.B. 66 & 20 § 359.905, A.L. 2003 S.B. 394)