Missouri Revised Statutes













Chapter 358

Uniform Partnership Law

←358.510

Section 358.520.1

358.010→

August 28, 2015

Merger or consolidation of a domestic general partnership, authorization.

358.520. 1. Pursuant to an agreement of merger or consolidation, a

domestic general partnership may merge or consolidate with or into one or

more general partnerships formed under the laws of this state or any other

jurisdiction, with such general partnership as the agreement shall provide

being the surviving or resulting general partnership. A domestic general

partnership may merge or consolidate with one or more domestic or foreign

limited partnerships, limited liability companies, trusts, business trusts,

corporations, real estate investment trusts and other associations or business

entities at least one of which is not a general partnership, as provided in

sections 347.700 to 347.735.



2. The agreement of merger or consolidation shall be approved by the

number or percentage of partners specified in the partnership agreement. If

the partnership agreement fails to specify the required partner approval for

merger or consolidation of the general partnership, then the agreement of

merger or consolidation shall be approved by that number or percentage of

partners specified by the partnership agreement to approve an amendment to

the partnership agreement. However, if the merger effects a change for which

the partnership agreement requires a greater number or percentage of partners

than that required to amend the partnership agreement, then the merger or

consolidation shall be approved by that greater number or percentage. If the

partnership agreement contains no provision specifying the vote required to

amend the partnership agreement, then the agreement of merger must be

approved by all the partners.



3. In the case of a merger or consolidation of one or more domestic

partnerships into a surviving partnership, the surviving partnership shall

file articles of merger or consolidation with the secretary of state setting

forth:



(1) The name of each party to the merger or consolidation;



(2) The effective date of the merger or consolidation which shall be the

date the articles of merger or consolidation are filed with the secretary of

state or on a later date set forth in the articles of merger or consolidation

not to exceed ninety days after the filing date;



(3) The name of the surviving partnership in a merger or the new

partnership in a consolidation and the state of its formation;



(4) A statement that the merger or consolidation was authorized and

approved by the partners of each party to the merger or consolidation in

accordance with the laws of the jurisdiction where it was organized;



(5) If applicable, the address of the registered office and the name of

the registered agent at such office for the surviving or new partnership;



(6) A statement that the executed agreement of merger or consolidation

is on file at the principal place of business of the surviving or new

partnership, stating the address of such place of business; and



(7) A statement that a copy of the agreement of merger or consolidation

will be furnished by the surviving or new partnership, on request and without

cost, to any partner of any entity that is a party to the merger or

consolidation.



4. The certificate of merger or consolidation shall be executed by at

least one general partner of each domestic partnership and one authorized

agent, or its equivalent, for the other party to the merger or consolidation

who is duly authorized to execute such notice.



5. If, following a merger or consolidation of one or more domestic

partnerships and one or more partnerships formed under the laws of any state,

the surviving or resulting partnership is not a domestic partnership, there

shall be attached to the articles of merger or consolidation filed pursuant to

subsection 3 of this section a certificate executed by the surviving or

resulting partnership, stating that such surviving or resulting partnership

may be served with process in this state in any action, suit or proceeding for

the enforcement of any obligation of such domestic partnership, irrevocably

appointing the secretary of state as such surviving or resulting

partnership's agent to accept service of process in any such action, suit or

proceeding and specifying the address to which a copy of such process shall be

mailed to such surviving or resulting partnership to the secretary of state.



6. When the articles of merger or consolidation required by subsection 3

of this section shall have become effective, for all purposes of the laws of

this state, all the rights, privileges, franchises and powers of each of the

partnerships that have merged or consolidated, and all property, real,

personal, and mixed, and all debts due to any of such partnerships, as well

as all other things and causes of action belonging to each of such

partnerships shall be vested in the surviving or resulting partnership, and

shall thereafter be the property of the surviving or resulting partnership as

they were of each of the partnerships that have merged or consolidated, and

the title to any real property vested by deed or otherwise, under the laws of

this state, in any such partnerships, shall not revert or be in any way

impaired by reason of this section; but all rights of creditors and all liens

upon any property of any such partnerships shall be preserved unimpaired, and

all debts, liabilities and duties of each of the partnerships that have merged

or consolidated shall thenceforth attach to the surviving or resulting

partnership, and may be enforced against such surviving or resulting

partnership to the same extent as if such debts, liabilities, and duties had

been incurred or contracted by such surviving or resulting partnership.



(L. 1997 H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)





1997



1997



358.520. A domestic partnership may merge or consolidate with or into

one or more general partnerships or domestic or foreign limited

partnerships, limited liability companies, trusts, business trusts,

corporations, real estate investment trusts and other associations or

business entities as provided in sections 347.700 to 347.735, RSMo.



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