Missouri Corporation Merger Agreement and Approval Packet

MISSOURI CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Missouri domestic general business corporations under Mo. Rev. Stat. § 351.410 in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a statutory close corporation, nonprofit or foreign constituent, consolidation, cross-entity transaction, 90%-owned parent-subsidiary merger under § 351.447, holding-company reorganization under § 351.448, conversion, regulated entity, insolvent entity, or contested-control transaction.

Four records remain separate. Keep separate: (1) the negotiated Transaction Agreement; (2) the statutory Plan of Merger; (3) each board and shareholder approval record; and (4) the filed Summary Articles of Merger. Missouri Form Corp. 40 states that the executed Plan remains on file at Target's principal place of business and is furnished to constituent shareholders on request without cost.

No general survivor no-vote exception. Sections 351.410, 351.420, and 351.425 require the ordinary Plan to be approved by each board and submitted to each corporation's shareholders. Do not omit Target's shareholder approval merely because Target survives. Sections 351.447 and 351.448 are specialized routes excluded from this packet.

Appraisal route. Ordinary Chapter 351 mergers use the meeting-based procedure in § 351.455. Sections 351.870 through 351.930 apply to statutory close corporations and are outside this packet. Do not blend their different notice, demand, payment, or court calendars.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Missouri domestic general business corporations and reconcile articles, amendments, bylaws, stock ledgers, voting agreements, options, warrants, and board records.

☐ Confirm neither constituent is a statutory close corporation and that the transaction belongs under §§ 351.410 through 351.455, not a specialized route excluded above.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, tax accounts, real property, intellectual property, data, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Run fiduciary-duty, conflicts, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached Plan of Merger and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not file Summary Articles of Merger until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, Plan of Merger, board and shareholder records, appraisal materials, filed Summary Articles, and the Secretary of State's Certificate of Merger.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the authorized, issued, treasury, and outstanding shares; treatment of each share; cash, property, shares, securities, or obligations payable; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and shares owned by either constituent.

If a parent, guarantor, financing source, or third-party issuer supplies consideration or becomes a party, identify it and obtain separate authority, approval, securities, and governing-law analysis. Its appearance does not expand this packet's two-Missouri-corporation scope.

2.3 Representations and disclosure schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Interim covenants

Until closing, Target will operate under the negotiated ordinary-course covenant in Schedule 4. The schedule must identify consent rights, exceptions, information access, confidentiality, financing cooperation, employee communications, regulatory filings, shareholder materials, and any solicitation or fiduciary-out terms.

2.5 Conditions

Closing conditions are limited to those selected in Schedule 5, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, accuracy of specified representations under the chosen standard, covenant performance, and closing deliveries.

Only the protected party may waive a contractual condition. No contractual waiver replaces required board approval, shareholder approval, appraisal steps, or Secretary of State filing.

2.6 Termination and amendment

Schedule 6 must address mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences.

State the exact authority and procedure for pre-filing amendment or termination of the Plan. Do not deliver Summary Articles until all nonwaivable approvals are complete and the parties are prepared for effectiveness. Any attempt to stop a filed but not yet effective merger requires separate Missouri counsel review of the then-current filing route.

2.7 Risk allocation

If post-closing recourse is intended, Schedule 7 must identify responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.8 Governing law and forum

Missouri law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], Missouri. Arbitration is excluded. Any jury waiver applies only to the fullest extent enforceable after Missouri counsel reviews the claims and selected forum.

3. EXHIBIT A — PLAN OF MERGER

Each constituent board must approve the same Plan of Merger under § 351.410 and direct its submission to shareholders.

PLAN OF MERGER

1. Constituents and survivor. The constituent corporations are [TARGET] and [MERGER SUB], each a Missouri domestic general business corporation. Merger Sub will merge into Target, and Target will survive.

2. Terms and mode. The merger will occur on the terms and by the mode stated in this Plan and the Transaction Agreement dated [DATE]. If a conflict concerns a matter required by § 351.410, this Plan controls for the statutory merger record unless Missouri counsel documents another lawful treatment.

3. Share conversion. Each issued and outstanding share of each constituent will remain outstanding, convert, exchange, or cancel exactly as follows:

4. Target articles. Target's articles of incorporation will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A.

5. Certificates, book entries, and fractional interests. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

6. Additional provisions. [Insert reviewed provisions the boards deem necessary or desirable. Keep confidential commercial schedules outside the Plan copy furnished under Form Corp. 40 unless counsel determines otherwise.]

7. Amendment or termination. Before filing, this Plan may be amended or terminated only as follows: [EXACT AUTHORITY, PROCEDURE, NOTICE, AND CONTRACT CONSEQUENCES].

8. Effective date. The merger will become effective: ☐ on the date the Secretary of State files the Summary Articles; or ☐ on [DATE], not later than the ninetieth day after filing.

4. APPROVAL RECORD

4.1 Board approval

☐ Each board approved the same Plan and directed submission to its shareholders.

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. Statutory approval does not resolve those issues by itself.

4.2 Route A — shareholder meetings

Give written or printed notice not fewer than 10 nor more than 70 days before the meeting. State that a purpose of the meeting is to consider the Plan and include a copy or summary of the Plan. For a merger submitted to shareholders, § 351.455(3) requires purpose notice to each shareholder owning stock on the record date, whether or not entitled to vote.

At each corporation's meeting, the Plan requires the affirmative vote of holders of at least two-thirds of the outstanding shares entitled to vote.

4.3 Route B — unanimous written consents under § 351.273

An action that otherwise requires a shareholder meeting may be taken without one only if all shareholders entitled to vote sign written consents setting forth the action. The consents have the force of a unanimous vote, may be described that way in the filed document, and must be filed by the secretary with the shareholder-meeting minutes.

Section 351.455 is written around a meeting record date, an objection before or at the meeting, and the shareholder vote. Do not use the written-consent route when any voting or nonvoting holder may claim appraisal rights unless Missouri counsel documents how the specific transaction preserves or lawfully resolves those rights.

4.4 No ordinary Target survivor exception

☐ Target approval was not omitted merely because Target survives.

☐ Neither § 351.447 nor § 351.448 is being used.

☐ Each constituent's board and shareholders completed the ordinary §§ 351.410, 351.420, and 351.425 route or Missouri counsel documented a different statute outside this packet.

5. MISSOURI MERGER APPRAISAL WORKFLOW

5.1 Preserve rights at the meeting

Under § 351.455, a shareholder must own stock on the meeting record date, file a written objection with the corporation before or at the meeting, and—if the shareholder owns voting stock—not vote in favor of the Plan.

5.2 Demand after effectiveness

The shareholder must make a written demand on Target within 20 days after the merger is effected. The demand must state the number and class of shares owned. Fair value is measured as of the day before the vote approving the merger.

Failure to object timely, demand timely, or refrain from a favorable vote when the holder owns voting stock conclusively binds the shareholder to the merger terms.

5.3 Agreement, payment, and petition calendar

If Target and the dissenting shareholder agree on value within 30 days after effectiveness, Target pays within 90 days after effectiveness upon surrender of certificated shares.

If they do not agree within that 30-day period, the shareholder may petition a court of competent jurisdiction in the county of Target's registered office within 60 days after the 30-day period expires. The statute provides for judgment at fair value as of the day before the approval vote, with interest to judgment, payable simultaneously with surrender of certificated shares.

The § 351.455 remedy is exclusive when available, except for fraud or lack of authorization. Rights cease if the merger is abandoned. Do not promise a valuation, interest amount, court result, or payment date outside the completed statutory calendar.

6. SUMMARY ARTICLES, FILING, AND EFFECT

6.1 Current Form Corp. 40

After approval, Target files Summary Articles of Merger, Form Corp. 40 (01/2025). Complete:

☐ each constituent's name, Missouri charter number, and state or country of incorporation;

☐ the certification that each constituent approved and authorized the Plan as required by Chapter 351;

☐ Target's exact name;

☐ the exact Target articles amendments or the statement that no amendments occur;

☐ the address where the executed Plan is on file;

☐ the statement that Target will furnish the Plan on request and without cost to any constituent shareholder; and

☐ the filing-date effectiveness choice or delayed effective date not more than 90 days after filing.

Obtain the authorized constituent signatures required by the form. Under § 351.046, an authorized chairman, president, or other officer signs and states the signer's name and capacity; the document must contain the required information and may use permitted electronic or conformed signatures.

6.2 Current filing fee and certificate

The current official Form Corp. 40 accessed 2026-07-30 lists a $30 filing fee. Recheck the live form, fee, filing channel, payment method, taxes, entity status, and required attachments immediately before submission.

Under § 351.435, Target delivers the original Summary Articles for filing. If the Secretary of State finds the filing conforming and required taxes and fees are paid, the Secretary files it and issues a Certificate of Merger. Retain the returned certificate and attached filing record under § 351.445.

6.3 Effectiveness and statutory effect

Under § 351.048, the Summary Articles are effective on the filing date or on a stated delayed date no later than the ninetieth day after filing.

Under § 351.450, the constituents become one corporation; Merger Sub's separate existence ceases; its rights, property, debts, and other interests transfer to and vest in Target without further act or deed; Target becomes responsible for constituent liabilities; creditor rights and liens are not impaired; pending proceedings continue or Target may be substituted; and Target's articles change as stated in the Summary Articles.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Board-approved Plan of Merger and amendment attachment

☐ Board records and shareholder meeting or unanimous-consent records

☐ Appraisal notices, objections, demands, valuation communications, payment record, and court calendar

☐ Executed Form Corp. 40 and attachments

☐ Filed Summary Articles, Certificate of Merger, and effective-date evidence

☐ Plan copy retained at Target's stated principal place of business

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Missouri Revisor — §§ 351.410 through 351.458, merger statutes
• Missouri Revisor — § 351.273, unanimous shareholder consent
• Missouri Revisor — § 351.230, shareholder-meeting notice
• Missouri Revisor — §§ 351.046 and 351.048, filing and effectiveness
• Missouri Secretary of State — Form Corp. 40, Summary Articles of Merger

Missouri merger, approval, consent, appraisal, Summary Articles, filing, fee, effectiveness, and successor-effect rules verified against current official sources on 2026-07-30. Recheck current session laws, the live filing form, and transaction-specific requirements immediately before use.