362.620. Agreement for consolidation.
Agreement for consolidation.
362.620. If the agreement provides for a consolidation, thenthe agreement shall set out:
(1) The terms and conditions of the consolidation and themethod of carrying same into effect;
(2) The name of the proposed corporation which may be thename in whole or in part of any one or more of the corporationswhich are parties to the agreement;
(3) The name of the city or town and county in this state inwhich 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 thepar value thereof;
(6) That the shares have been subscribed by the personsnamed therein as the first board of directors as trustees foreach of the stockholders of the contracting corporations, andthat all of the capital stock has been paid up either in lawfulmoney of the United States, or by the capital stock, surplus andundivided profits of the corporations which are parties to theagreement; provided, that the part of the capital of theconsolidated corporation as is paid by the capital, surplus orundivided profits of either one or more of the contractingcorporations shall be received only for the amount which may beapproved by the director therefor;
(7) That the custody of all such cash and property has beenplaced in the care and control of the persons named as the firstboard of directors;
(8) The number of directors and the names and addresses ofthe directors chosen for the consolidated corporation, and thatthey may adopt new bylaws for the consolidated company;
(9) The purpose for which the corporation is formed whichshall be limited to the purposes as then prescribed by law fortrust companies or banks, as the case may be, under this chapter;
(10) The duration of the corporation as may be thenpermitted by law;
(11) Such other provisions as may be necessary or proper tofully set out the rights of the respective contractingcorporations, their stockholders and creditors and the plan ofsuch consolidation.
(L. 1967 p. 445)(Source: RSMo 1959 § 363.800)