Articles Of Merger For Parent Subsidiary Corporations Form. This is a Missouri form and can be use in Corporation Secretary Of State.
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State of Missouri Corporations Division PO Box 778 / 600 W. Main St., Rm. 322 Jefferson City, MO 65102 John R. Ashcroft, Secretary of State Articles of Merger for Parent/Subsidiary Corporations (Section 351.447, RSMo) (Submit with filing fee of $30.00) Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned corporations certify the following: 1. 2. 3. That That That Name of Corporation Name of Corporation Name of Corporation Charter Number Charter Number Charter Number Name of Corporation Name of Corporation of of of Parent State Parent State Parent State Charter Number 4. are hereby merged and that the above named is the surviving corporation. That the Board of Directors of met on month/day/year 5. of Merger set forth in these articles. That the Board of Directors of met on month/day/year and by resolution adopted by a majority vote of the members of such board approved the Plan 6. of Merger set forth in these articles. That the Board of Directors of met on month/day/year and by resolution adopted by a majority vote of the members of such board approved the Plan Name of Corporation 7. 8. of Merger set forth in these articles. and by resolution adopted by a majority vote of the members of such board approved the Plan Name of Corporation That this Plan of Merger has been adopted pursuant to Section 351.447, RSMo. That the resolution of the Board of Directors of the parent corporation, , approving the Plan of Merger is as follows; Name and address to return filed document: Name: Address: (Please see next page) City, State, and Zip Code: Corp. 51A (01/2017) American LegalNet, Inc. www.FormsWorkFlow.com 9. That the parent corporation, is in compliance with the 90 percent ownership requirement of Section 351.447, RSMo, and will maintain at least 90 percent ownership of each of the other corporations, party to the merger, until the issuance of the Certificate of merger by the Secretary of State of the State of Missouri. 10. PLAN OF MERGER 1. is the survivor. of 2. All of the property, rights, priveleges, leases and patents of the are to be transferred to and become the property of 3. The officers and board of directors of shall continue in office until their successors are duly elected and qualified under the provisions of the bylaws of the surviving corporation. the survivor. The officers and board of directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership. 4. [To be completed if the parent corporation does not own all the outstanding shares of each of the subsidiary corporations party to the merger.] The consideration paid by the surviving corporation upon surrender of each share of the subsidiary corporation(s) which is not owned by the parent corporation is as follows: 5. [To be completed if the parent corporation is not the surviving corporation.] a. The outstanding shares of parent corporation, shall be exchanged for shares of b. The proposed merger has been approved either by: , surviving corporation on the following basis: receiving the affirmative vote of at least two-thirds of the outstanding shares of In lieu of such required voting, the proposed merger has been approved by the directors of each of the corporations, the rights and benefits of the shareholders as set forth in section 351.093 are the same, and the surviving corporation is solvent and will retain the name of the parent. parent corporation, entitled to vote thereon at a meeting thereof duly called and held on , or , (Please see next page) Corp. 51A (01/2017) American LegalNet, Inc. www.FormsWorkFlow.com 6. If the surviving corporation is a foreign corporation, it is agreed that, upon and after the issuance of a certificate of merger by the Secretary of State of the State of Missouri: a. The surviving corporation may be served with process in the State of Missouri in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Missouri which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Missouri against the surviving corporation. b. The Secretary of State of the State of Missouri shall be and hereby is irrevocably appointed as the agent of the surviving corporation to accept service of process in any such proceeding: the address to which the service of process in any such proceeding shall be mailed is c. The surviving corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Missouri which is a party to the merger the amount, if any, to which they shall be entitled under the provisions of "The General and Business Corporation Law of Missouri" with respect to the rights of dissenting shareholders. 7. The articles of incorporation of the survivor are/are not amended as follows: An officer of each entity must sign. In Affirmation thereof, the facts stated above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo) Authorized Signature Authorized Signature Authorized Signature Printed Name Printed Name Printed Name Title Title Title Date Date Date Corp. 51A (01/2017) American LegalNet, Inc. www.FormsWorkFlow.com