Mo. Rev. Stat. » Chapter 351
Missouri Revised Statutes

Mo. Rev. Stat. § 351.410 (2026)

Merger procedure

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  351.410.  Merger procedure. — Any two or more domestic corporations may merge into one of the corporations in the following manner: The board of directors of each corporation shall approve a plan of merger and direct the submission of the plan to a vote at a meeting of shareholders.  The plan of merger shall set forth:

  (1)  The names of the corporations proposing to merge, which are herein designated as the "constituent corporations", and the name of the corporation into which they propose to merge, which is herein designated as "the surviving corporation";

  (2)  The terms and conditions of the proposed merger and the mode of carrying it into effect;

  (3)  The manner and basis of converting the shares of each merging corporation into cash, property, shares or other securities or obligations of the surviving corporation, or (if any shares of any merging corporation are not to be converted solely into cash, property, shares or other securities or obligations of the surviving corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;

  (4)  A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger;

  (5)  Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

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(L. 1943 p. 410 § 62, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)

Effective 7-01-01

(1996)  When sections 351.410, 351.185 and 351.447, RSMo, are used in conjunction for a merger, the more specific statute overrides the general, and a vote is required.  Kansas City Power & Light v. Western Resources, 939 F.Supp. 688 (W.D. Mo.).

Notes of Decisions
Cited in 6 cases, 1955–1997 · leading case: Rosemann v. Roto-Die Co., 947 S.W.2d 507 (Mo. Ct. App. 1997).
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Rosemann v. Roto-Die Co., 947 S.W.2d 507 (Mo. Ct. App. 1997). · cites it 7× “Appellant asserts that respondents failed to comply with the statutory requirements for merger under §§ 351.410 and 351.420 RSMo 1994. As a result, appellant argues, he was unable to, and not required to, comply with the requirements for a dissenting shareholder to recover the…”
Flarsheim v. Twenty Five Thirty Two Broadway Corp., 432 S.W.2d 245 (Mo. 1968). “The transaction in some respects was in the nature of a corporate merger under § 351.410 with the original Hoosier Company as the surviving corporation.”
Kirtz v. Grossman, 463 S.W.2d 541 (Mo. Ct. App. 1971). “470) and corporate merger or consolidation (§§ 351.410 to 351.450). The procedures for corporate dissolution and corporate merger or consolidation do differ, and Essex followed the procedure for dissolution.”
In re Missouri Pac. R.R. Co., 129 F. Supp. 392 (E.D. Mo. 1955). “Statutes, §§ 351.410 and 351.415; LSA-R.S. Title 12, Sec.”
Kansas City Power & Light Co. v. W. Resources, Inc., 939 F. Supp. 688 (W.D. Mo. 1996). · cites it 7× “This merger plan was executed pursuant to the General and Business Corporation Law of Missouri (“MGBCL”), Section 351.410 1 and the transaction would have required the affirmative vote of two-thirds of the outstanding KCPL shares.”
State ex rel. Signal L. P. Gas, Inc. v. Sanders, 566 S.W.2d 500 (Mo. Ct. App. 1978). “Domestic corporations which merged pursuant to the provisions of § 351.410 R.S.Mo.1969 V.A.M.S., in effect when Relator merged with Burmah L.”
Mo. Rev. Stat. § 351.410(3): 1 case
Kansas City Power & Light Co. v. W. Resources, Inc., 939 F. Supp. 688 (W.D. Mo. 1996). “This merger plan was executed pursuant to the General and Business Corporation Law of Missouri (“MGBCL”), Section 351.410 1 and the transaction would have required the affirmative vote of two-thirds of the outstanding KCPL shares.”
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