358.520. Merger or consolidation of a domestic general partnership, authorization.
Merger or consolidation of a domestic general partnership,authorization.
358.520. 1. Pursuant to an agreement of merger or consolidation, adomestic general partnership may merge or consolidate with or into one ormore general partnerships formed under the laws of this state or any otherjurisdiction, with such general partnership as the agreement shall providebeing the surviving or resulting general partnership. A domestic generalpartnership may merge or consolidate with one or more domestic or foreignlimited partnerships, limited liability companies, trusts, business trusts,corporations, real estate investment trusts and other associations orbusiness entities at least one of which is not a general partnership, asprovided in sections 347.700 to 347.735, RSMo.
2. The agreement of merger or consolidation shall be approved by thenumber or percentage of partners specified in the partnership agreement.If the partnership agreement fails to specify the required partner approvalfor merger or consolidation of the general partnership, then the agreementof merger or consolidation shall be approved by that number or percentageof partners specified by the partnership agreement to approve an amendmentto the partnership agreement. However, if the merger effects a change forwhich the partnership agreement requires a greater number or percentage ofpartners than that required to amend the partnership agreement, then themerger or consolidation shall be approved by that greater number orpercentage. If the partnership agreement contains no provision specifyingthe vote required to amend the partnership agreement, then the agreement ofmerger must be approved by all the partners.
3. In the case of a merger or consolidation of one or more domesticpartnerships into a surviving partnership, the surviving partnership shallfile articles of merger or consolidation with the secretary of statesetting forth:
(1) The name of each party to the merger or consolidation;
(2) The effective date of the merger or consolidation which shall bethe date the articles of merger or consolidation are filed with thesecretary of state or on a later date set forth in the articles of mergeror consolidation not to exceed ninety days after the filing date;
(3) The name of the surviving partnership in a merger or the newpartnership in a consolidation and the state of its formation;
(4) A statement that the merger or consolidation was authorized andapproved by the partners of each party to the merger or consolidation inaccordance with the laws of the jurisdiction where it was organized;
(5) If applicable, the address of the registered office and the nameof the registered agent at such office for the surviving or newpartnership;
(6) A statement that the executed agreement of merger orconsolidation is on file at the principal place of business of thesurviving or new partnership, stating the address of such place ofbusiness; and
(7) A statement that a copy of the agreement of merger orconsolidation will be furnished by the surviving or new partnership, onrequest and without cost, to any partner of any entity that is a party tothe merger or consolidation.
4. The certificate of merger or consolidation shall be executed by atleast one general partner of each domestic partnership and one authorizedagent, or its equivalent, for the other party to the merger orconsolidation who is duly authorized to execute such notice.
5. If, following a merger or consolidation of one or more domesticpartnerships and one or more partnerships formed under the laws of anystate, the surviving or resulting partnership is not a domesticpartnership, there shall be attached to the articles of merger orconsolidation filed pursuant to subsection 3 of this section a certificateexecuted by the surviving or resulting partnership, stating that suchsurviving or resulting partnership may be served with process in this statein any action, suit or proceeding for the enforcement of any obligation ofsuch domestic partnership, irrevocably appointing the secretary of state assuch surviving or resulting partnership's agent to accept service ofprocess in any such action, suit or proceeding and specifying the addressto which a copy of such process shall be mailed to such surviving orresulting partnership to the secretary of state.
6. When the articles of merger or consolidation required bysubsection 3 of this section shall have become effective, for all purposesof the laws of this state, all the rights, privileges, franchises andpowers of each of the partnerships that have merged or consolidated, andall property, real, personal, and mixed, and all debts due to any of suchpartnerships, as well as all other things and causes of action belonging toeach of such partnerships shall be vested in the surviving or resultingpartnership, and shall thereafter be the property of the surviving orresulting partnership as they were of each of the partnerships that havemerged or consolidated, and the title to any real property vested by deedor otherwise, under the laws of this state, in any such partnerships, shallnot revert or be in any way impaired by reason of this section; but allrights of creditors and all liens upon any property of any suchpartnerships shall be preserved unimpaired, and all debts, liabilities andduties of each of the partnerships that have merged or consolidated shallthenceforth attach to the surviving or resulting partnership, and may beenforced against such surviving or resulting partnership to the same extentas if such debts, liabilities, and duties had been incurred or contractedby such surviving or resulting partnership.
(L. 1997 H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)