351.450. New status after merger or consolidation has been effected. — When such merger or consolidation has been effected:
(1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.
(2) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.
(3) Such surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under this chapter.
(4) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.
(5) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of such corporations shall be impaired by such merger or consolidation.
(6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles are stated in the articles of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation.
(7) The aggregate amount of the net assets of the merging or consolidating corporations which was available for the payment of dividends immediately prior to such merger or consolidation, to the extent that the value thereof is not transferred to stated capital by the issuance of shares or otherwise, shall continue to be available for the payment of dividends by such surviving or new corporation.
Notes of Decisions
Ackerman v. Globe-Democrat Publ'g Co., 368 S.W.2d 469 (Mo. 1963).
· cites it 5× “Globe-Democrat cites § 351.450, V.A.M.S., under which the several corporations involved in a statutory merger or consolidation become a single corporation known as "the surviving corporation" in cases of merger, and "the new corporation" in cases of consolidation; the separate…”
Quick v. All Tel Missouri, Inc., 694 S.W.2d 757 (Mo. Ct. App. 1985).
· cites it 4× “Plaintiff reasons that Stover as the employer of Rath would be a third party within the context of the Workers’ Compensation Act and liable to the plaintiff for his injuries and that All Tel expressly assumed that liability in the Articles of Merger and by operation of what is…”
Delhagen v. Miracle Rec. Equip. Co., 924 S.W.2d 582 (Mo. Ct. App. 1996).
· cites it 3× “Count I seeks recovery based on Missouri’s corporate merger statute, § 351.450(5), RSMo 1994. Count II seeks damages on the theory that Plaintiffs were third-party beneficiaries of Defendant’s merger agreement with Setmakers.”
Swiss-Am. Importing Co. v. Variety Food Prods. Co., 436 S.W.2d 770 (Mo. Ct. App. 1968).
· cites it 2× “That conclusion, however, was based squarely on the fact that the merger, under § 351.450, RSMo 1949, occurred by operation of law rather than by an overt act.”
Hutchens Metal Prods., Inc. v. Bookwalter, 174 F. Supp. 338 (W.D. Mo. 1959).
· cites it 2× “Under the appropriate Missouri statute, Section 351.450(3), supra, “Such surviving or new corporation (had) all the rights, privileges, immunities, and powers and (was) subject to all the duties and liabilities of a corporation organized under this chapter * * Under the Articles…”
State ex rel. Signal L. P. Gas, Inc. v. Sanders, 566 S.W.2d 500 (Mo. Ct. App. 1978).
· cites it 4× “” In oral argument counsel for Relator, in response to a question by the Court, stated that this was a case of first impression in this State and that the controlling statute, “Section 351.450” R.S.Mo. 1969, V.A.M.S., had not been construed under these circumstances.”
Mo. Rev. Stat. § 351.450(3): 1 case
Hutchens Metal Prods., Inc. v. Bookwalter, 174 F. Supp. 338 (W.D. Mo. 1959).
“Under the appropriate Missouri statute, Section 351.450(3), supra, “Such surviving or new corporation (had) all the rights, privileges, immunities, and powers and (was) subject to all the duties and liabilities of a corporation organized under this chapter * * Under the Articles…”
Mo. Rev. Stat. § 351.450(4): 1 case
Mo. Rev. Stat. § 351.450(5): 2 cases
Quick v. All Tel Missouri, Inc., 694 S.W.2d 757 (Mo. Ct. App. 1985).
“Plaintiff reasons that Stover as the employer of Rath would be a third party within the context of the Workers’ Compensation Act and liable to the plaintiff for his injuries and that All Tel expressly assumed that liability in the Articles of Merger and by operation of what is…”
Delhagen v. Miracle Rec. Equip. Co., 924 S.W.2d 582 (Mo. Ct. App. 1996).
“Count I seeks recovery based on Missouri’s corporate merger statute, § 351.450(5), RSMo 1994. Count II seeks damages on the theory that Plaintiffs were third-party beneficiaries of Defendant’s merger agreement with Setmakers.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.