Missouri Revised Statutes
Chapter 351 - General and Business Corporations
Section 351.462 - Dissolution by incorporators or initial directors.

Missouri Revised Statutes

Title XXIII - Corporations, Associations and Partnerships

Chapter 351 - General and Business Corporations

Section 351.010 - Title of Law.

Section 351.015 - Definitions.

Section 351.017 - Independent legal significance doctrine applicable to sections in this chapter.

Section 351.020 - What corporations may organize under this law.

Section 351.025 - Corporation organized under special law may file certification of acceptance of this law.

Section 351.030 - Organization of street railroad, telegraph and telephone corporations, booming and rafting corporations.

Section 351.035 - Bridge corporations — organization — powers.

Section 351.040 - Use of streets by bridge corporations — damages to abutting property.

Section 351.045 - Condemnation of lands and easements of light and air — procedure.

Section 351.046 - Filing requirements — filing signifies document is correct.

Section 351.047 - Forms.

Section 351.048 - Effective dates of filing of documents — delayed effective date.

Section 351.049 - Correcting filed documents — fee.

Section 351.050 - Incorporators, duties — ownership and acquisition of shares, how construed.

Section 351.051 - Documents filed, when — refusal to file — duty to file.

Section 351.053 - Liability for preincorporation transactions.

Section 351.055 - Articles of incorporation, required contents — optional contents.

Section 351.060 - Filing of articles of incorporation — certificate of incorporation.

Section 351.065 - Incorporation tax or fee.

Section 351.075 - Certificate of incorporation is evidence of corporate existence.

Section 351.076 - Certificate of good standing.

Section 351.080 - First meeting and organization of board.

Section 351.085 - Amendment of articles of incorporation permitted.

Section 351.090 - Articles of incorporation, how amended.

Section 351.093 - Certain shareholders must be permitted to vote, when.

Section 351.095 - Certificate of amendment, contents of.

Section 351.100 - Certificate of amendment, secretary of state to file and certify, when.

Section 351.105 - When amendment shall become effective.

Section 351.106 - Restatement of articles of incorporation.

Section 351.107 - Restated articles of incorporation may be amended at time of restatement.

Section 351.110 - Name of corporation regulated.

Section 351.115 - Reservation of right to exclusive use of corporate name, time period.

Section 351.120 - Corporate registration report required, when — change in registered office or agent to be filed with report — waiver, when.

Section 351.122 - Option of biennial filing of corporate registration reports.

Section 351.125 - Fees.

Section 351.127 - Additional fee — expiration date.

Section 351.140 - Registration, form — subject to false declaration penalties — notice on form required.

Section 351.145 - Notice provided for corporate registration report.

Section 351.150 - Failure to comply not excused for lack of notice.

Section 351.155 - Duplicate forms, when furnished.

Section 351.156 - Evidentiary effect of copy of filed document.

Section 351.160 - Shares or bonds shall be for money paid, labor or property actually received — bonded indebtedness, how incurred.

Section 351.165 - Note or obligation not to be considered payment for original issue shares — corporation shall not lend money to shareholder for purchase of shares — liability.

Section 351.170 - Expenses of organization or reorganization, how paid.

Section 351.175 - Subscriptions for shares — payment — failure to pay — notice for payment or forfeiture.

Section 351.180 - Power to issue shares — preferences — procedure — redemption of stock by corporation, requirements — amended certificate of designation for classes or series adversely affecting holders, majority vote of holders required.

Section 351.182 - Stock warrants, options — terms — consideration.

Section 351.185 - Consideration for shares — exchange or conversion of shares.

Section 351.190 - A corporation may determine that only a part of the consideration for which shares may be issued shall be stated capital, when.

Section 351.195 - Reduction of stated capital, how made.

Section 351.200 - Redemption or purchase of own shares — retirement of shares.

Section 351.205 - Preferred shares issued before November 21, 1943, without redemption provisions, how redeemed.

Section 351.210 - Paid-in surplus — its distribution and restrictions.

Section 351.215 - Books and records, minutes of meeting — shareholder's right to examine — acquiring person's demand deemed proper, when — penalty.

Section 351.220 - Payment of dividends on shares of stock.

Section 351.225 - Shareholders' meetings prescribed by bylaws.

Section 351.230 - Shareholders' meetings — notice of, how given, contents of.

Section 351.235 - Meetings, how convened — vote inspectors, when appointed, duties of.

Section 351.240 - Inspector's oath.

Section 351.245 - Shares, how voted — control share acquisition proxies, valid when, requirements, shareholder may authorize another person to act as proxy, procedure — electronic transmission defined.

Section 351.246 - Shareholders may create voting trust.

Section 351.250 - Transfer books closed, when.

Section 351.255 - Officer to make list of shareholders entitled to vote.

Section 351.260 - Voting of shares standing in name of another corporation, domestic or foreign — deceased person's shares — receivers — pledges.

Section 351.265 - Quorum of outstanding shares — representation by proxy — representation of false proxy, penalty.

Section 351.267 - Five percent of shares of telephone company constitutes quorum, when — powers of quorum — directors, election by districts authorized.

Section 351.268 - Shareholder's meeting, adjournment due to lack of quorum — postponement, adjournment defined.

Section 351.270 - Bylaws may require concurrence of greater portion of shares than statutes require.

Section 351.273 - Corporate action may be taken without meeting by written consents.

Section 351.275 - Limitation of shareholder's obligation to corporation or its creditors.

Section 351.280 - When execution may be levied against shareholders.

Section 351.285 - Secretary shall give names and addresses of shareholders to officers holding executions against corporation.

Section 351.290 - Bylaws, how adopted and amended.

Section 351.295 - Stock certificate, form, contents, authorized signatures.

Section 351.300 - Fractional shares, how issued.

Section 351.305 - Preemptive right of shareholder to acquire additional shares, limited, how.

Section 351.310 - Board of directors, powers, qualifications, compensation.

Section 351.315 - Number of directors, how elected, how removed.

Section 351.317 - Directors of corporations, removal of, when, how.

Section 351.320 - Board vacancy, how filled.

Section 351.323 - Provisional director appointed by court, when — qualifications, compensation, powers, removal.

Section 351.325 - Board, quorum.

Section 351.327 - Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception.

Section 351.330 - Two or more directors shall constitute committee, when.

Section 351.335 - Board meetings, where and how held.

Section 351.340 - Board meetings, where and how held.

Section 351.345 - Liability of directors.

Section 351.347 - Acquisition proposals, board may make recommendation.

Section 351.355 - Officer, director, employee, or agent of corporation indemnified, when, methods authorized.

Section 351.360 - Officers — how chosen — powers and duties.

Section 351.365 - Removal of officer or agent, when.

Section 351.370 - Registered office and registered agent.

Section 351.375 - Change of address of registered office or agent, how made.

Section 351.376 - Resignation of agent.

Section 351.380 - Process served on registered agent.

Section 351.385 - Powers of corporation.

Section 351.386 - Purposes.

Section 351.387 - Definitions.

Section 351.388 - Private and public corporations authorized to apply for and operate foreign trade zones.

Section 351.390 - Corporation's powers to purchase, hold, transfer or dispose of its own shares.

Section 351.395 - Conveyance of property not invalid because board of directors has exceeded corporation's powers — lack of capacity, power asserted, how.

Section 351.400 - Disposition of assets.

Section 351.405 - Rights of dissenting shareholder — sale or exchange of assets.

Section 351.407 - Control shares acquisition procedures — exceptions.

Section 351.408 - Conversion to corporation, certificate of conversion required, procedure, effect of conversion.

Section 351.409 - Conversion of corporation to another business entity, procedure — certificate of conversion required — effect of conversion — inapplicability to nonprofit organizations.

Section 351.410 - Merger procedure.

Section 351.415 - Consolidation procedure.

Section 351.420 - Merger plan to be submitted to shareholders, procedure.

Section 351.425 - Voting by shareholders on plan for merger or consolidation.

Section 351.430 - Summary of articles of merger or consolidation filed — contents.

Section 351.435 - Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation.

Section 351.445 - Certificate of merger returned to surviving or new corporation.

Section 351.447 - Corporation holding ninety percent of the shares of another may merge without election, when.

Section 351.448 - Merger without shareholders' vote, when — requirements, results.

Section 351.450 - New status after merger or consolidation has been effected.

Section 351.455 - Shareholder entitled to appraisal and payment of fair value, when — remedy exclusive, when.

Section 351.458 - Merger or consolidation with foreign corporation — procedure.

Section 351.459 - Definitions — business combinations, requirements — permitted combinations — exceptions.

Section 351.461 - Merger of domestic corporation.

Section 351.462 - Dissolution by incorporators or initial directors.

Section 351.464 - Dissolution by board of directors and shareholders.

Section 351.466 - Dissolution by consent of all shareholders.

Section 351.467 - Filing for discontinuation of certain corporations — procedure.

Section 351.468 - Articles of dissolution.

Section 351.474 - Revocation of dissolution.

Section 351.476 - Effect of dissolution.

Section 351.478 - Known claims against dissolved corporation.

Section 351.482 - Unknown claims against dissolved corporation.

Section 351.483 - Certain claims against insured dissolved corporations, limitations.

Section 351.484 - Grounds for administrative dissolution.

Section 351.486 - Procedure and effect of administrative dissolution.

Section 351.488 - Reinstatement following dissolution — name of reinstated corporation — administrative dissolution, effect of.

Section 351.492 - Appeal from denial of reinstatement.

Section 351.493 - Penalties for violations by corporations or businesses.

Section 351.494 - Grounds for judicial dissolution.

Section 351.496 - Procedure for judicial dissolution.

Section 351.498 - Receivership or custodianship.

Section 351.502 - Decree of dissolution.

Section 351.504 - Deposit with state treasurer.

Section 351.522 - Request for termination — contents — fees.

Section 351.526 - Certain corporations, directors and officers as trustees.

Section 351.572 - Authority to transact business required.

Section 351.574 - Consequences of transacting business without authority.

Section 351.576 - Application for certificate of authority.

Section 351.578 - Amended certificate of authority.

Section 351.582 - Effect of certificate of authority.

Section 351.584 - Corporate name of foreign corporation.

Section 351.586 - Registered office and agent of foreign corporation.

Section 351.588 - Change of registered office of agent of foreign corporation.

Section 351.592 - Resignation of registered agent of foreign corporation.

Section 351.594 - Service on foreign corporation.

Section 351.596 - Withdrawal of foreign corporation, procedure.

Section 351.598 - Revocation.

Section 351.602 - Procedure and effect of revocation.

Section 351.604 - Reinstatement of revoked certificate — appeal of revocation.

Section 351.606 - Statutory merger, foreign corporation, filing required.

Section 351.608 - No prior approval by state agency necessary for acquisition of stocks and bonds by foreign corporations, when.

Section 351.609 - Records possessed by corporations providing certain services to the public, definitions — applicability of section — records provided under subpoena or warrant — accelerated or extended time for production of records — motion to qua...

Section 351.655 - Waiver of notice equivalent to giving of notice.

Section 351.657 - Abstract of corporate or registration record, fee — certification by secretary of state, fee — no fees, who — public inspection authorized — information by telephone, what given.

Section 351.658 - Fees for corporate filings with secretary of state.

Section 351.660 - Power and authority of secretary of state.

Section 351.665 - Secretary of state may examine books and records — penalty for disclosing information.

Section 351.670 - Disapproval of articles of incorporation, amendment, merger — forfeiture of certificate of authority — review.

Section 351.675 - Fees paid to director of revenue.

Section 351.680 - Deposit of registration moneys.

Section 351.685 - Administrative personnel — compensation.

Section 351.690 - Applicability of chapter to certain corporations.

Section 351.695 - Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws.

Section 351.700 - Powers of general assembly.

Section 351.705 - No exemption from antitrust law.

Section 351.710 - Penalty for refusal to exhibit books and records.

Section 351.713 - Penalty for signing false documents.

Section 351.715 - Penalty for violations.

Section 351.720 - Punishment when convicted of misdemeanor.

Section 351.750 - Application of law.

Section 351.755 - Definition — election of status.

Section 351.760 - Notice of status on issued shares.

Section 351.765 - Share transfer prohibition.

Section 351.770 - Share transfer after first refusal by corporation.

Section 351.775 - Attempted share transfer in breach of prohibition.

Section 351.780 - Compulsory purchase of shares after death of shareholder.

Section 351.785 - Exercise of compulsory purchase right.

Section 351.790 - Court action to compel purchase.

Section 351.800 - Shareholder agreements.

Section 351.805 - Elimination of board of directors.

Section 351.810 - Bylaws.

Section 351.815 - Annual meeting.

Section 351.820 - Execution of documents in more than one capacity.

Section 351.825 - Limited liability.

Section 351.830 - Merger — share exchange — sale of assets.

Section 351.835 - Termination of close corporation status.

Section 351.840 - Effect of termination of close corporation status.

Section 351.845 - Shareholder option to dissolve corporation.

Section 351.850 - Court action to protect shareholders.

Section 351.855 - Ordinary relief.

Section 351.860 - Extraordinary relief — share purchase.

Section 351.865 - Extraordinary relief — dissolution.

Section 351.870 - Definitions.

Section 351.875 - Grounds for shareholder dissent.

Section 351.880 - Rights of partial dissenter.

Section 351.885 - Meeting notice to state shareholder may be entitled to assert dissenters' rights.

Section 351.890 - Written notice of intent to demand payment for shares.

Section 351.895 - Written dissenters' notice — contents.

Section 351.900 - Shareholder to demand payment and deposit certificates.

Section 351.905 - Restricted transfer of uncertificated shares.

Section 351.910 - Payment for fair value of shares.

Section 351.915 - Time period — release of transfer restrictions.

Section 351.920 - Withholding of payment from dissenter — grounds.

Section 351.925 - Right to demand payment — notification of fair value.

Section 351.930 - Proceeding to determine fair value of shares.

Section 351.935 - Participation in administrative proceedings.

Section 351.1000 - Citation of law.

Section 351.1003 - Definitions

Section 351.1006 - Formation and organization authorized.

Section 351.1009 - Authorized officer or director required, when — bylaws and board — organizational meeting.

Section 351.1012 - Name of cooperative, requirements.

Section 351.1015 - Articles, contents, filing requirements — formation, when — transaction of business, when.

Section 351.1018 - Amendment of articles, procedure.

Section 351.1021 - Revocation of erroneous filing and curative documents, fee.

Section 351.1024 - Date of existence — perpetual duration, exception.

Section 351.1027 - Office and agent requirements — change of office or agent, procedure — resignation of agent, procedure — appointment of agent by secretary of state, when.

Section 351.1030 - Bylaw requirements, adoption, amendment — emergency bylaws permitted.

Section 351.1033 - Record-keeping requirements — examination of records, when.

Section 351.1036 - Additional powers — act as agent of members, when — contractual authority — property rights — financial rights — employee benefits permitted.

Section 351.1039 - Emergency powers and procedures

Section 351.1042 - Governance by board required — board action, requirements — third-party agreements permitted, when.

Section 351.1045 - Minimum number of directors — division into classes permitted.

Section 351.1048 - Board election, procedure — voting by mail, procedure.

Section 351.1051 - Vacancy, how filled.

Section 351.1054 - Removal of director, procedure.

Section 351.1057 - Meetings, conferences.

Section 351.1060 - Quorum requirements.

Section 351.1063 - Majority vote required, when.

Section 351.1066 - Written action permitted, when, procedure.

Section 351.1069 - Committees, procedure for meetings, minutes — committee members considered directors.

Section 351.1072 - Discharge of duties, directors.

Section 351.1075 - Contracts and transactions, not voidable for material financial interest of director, when.

Section 351.1078 - Personal liability of directors, limitations.

Section 351.1081 - Definitions — indemnification of former officials, when — liability insurance permitted, when.

Section 351.1084 - Election of officers — chief executive officer permitted.

Section 351.1087 - Membership of cooperatives, requirements — membership interests, authorization and issuance.

Section 351.1090 - Division of membership interests, classes or series.

Section 351.1093 - Certified and uncertified membership interests, requirements.

Section 351.1096 - Issuance of new certificates of membership for destroyed, lost, or stolen certificates.

Section 351.1099 - Annual meeting requirements.

Section 351.1102 - Special members' meetings, when, requirements.

Section 351.1105 - Quorum, how constituted.

Section 351.1108 - Meetings, remote communication permitted, requirements.

Section 351.1111 - Majority vote of members required, when.

Section 351.1114 - Written action permitted, when, requirements.

Section 351.1117 - Patron members, voting rights and requirements.

Section 351.1120 - Additional vote for patron member, when.

Section 351.1123 - Membership interests owned or controlled by another business, person, or trust.

Section 351.1126 - Cooperative interests in other business entity, representative at business meeting of other entity permitted.

Section 351.1129 - Property rights of cooperative.

Section 351.1132 - Transfer of membership and financial rights, restrictions — death of member, effect of.

Section 351.1135 - Contributions accepted, when, requirements.

Section 351.1138 - Contribution agreements, requirements.

Section 351.1141 - Contribution rights agreements.

Section 351.1144 - Profits and losses, allocation of, requirements.

Section 351.1147 - Net income, set aside permitted, when — annual distribution required — refund credits.

Section 351.1150 - Unclaimed property, how treated.

Section 351.1153 - Merger and consolidation — definitions — procedure, effect of.

Section 351.1156 - Subsidiaries, merger with parent, when, procedure — certificate of merger required.

Section 351.1159 - Abandonment of plan of merger, procedure.

Section 351.1162 - Dissolution, affirmative vote required.

Section 351.1165 - Notice of dissolution.

Section 351.1168 - Dissolution, interests in property may be conveyed, when.

Section 351.1171 - Revocation of dissolution proceedings, when — members' meeting permitted — effective date of revocation.

Section 351.1174 - Creditor claims barred, when.

Section 351.1177 - Articles of dissolution, procedure.

Section 351.1180 - Court supervision of dissolution, when.

Section 351.1183 - Equitable relief and liquidation of assets, when.

Section 351.1186 - Court authority in dissolution proceedings — receiver may be appointed — distribution of assets.

Section 351.1189 - Receivers, requirements.

Section 351.1192 - Involuntary dissolution, when.

Section 351.1195 - Creditor claims to be filed under oath, when, court procedure.

Section 351.1198 - Discontinuance of involuntary dissolution.

Section 351.1201 - Court order of dissolution, when.

Section 351.1204 - Certified copy of dissolution to be filed.

Section 351.1207 - Creditor claims after dissolution forever barred.

Section 351.1210 - Claims against dissolved cooperative, former officers, directors, and members may defend.

Section 351.1213 - Foreign cooperatives, conflict of laws — certificate of authority required, other requirements.

Section 351.1216 - Notice deemed given, when — electronic communications, consent given, when.

Section 351.1219 - Cooperative not deemed a franchise.

Section 351.1222 - Records and signatures — definitions — legal effect of.

Section 351.1225 - Amendments and repeal of act, state reserves right of.

Section 351.1227 - Additional powers of secretary of state — rulemaking authority.

Section 351.1228 - Filing fees, determined by secretary of state.