Effective - 28 Aug 2004
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. — 1. The secretary of state shall, upon receipt of a written or electronic request and a fee of five dollars, furnish to the person or governmental agency so requesting an abstract of the corporate or registration record of any business entity registered in the secretary of state's office. Such abstract shall be in concise form and may contain the information contained in one or more annual corporation registration reports or any other document filed by the corporation. The abstract shall contain:
(1) The name of the business entity;
(2) The principal place of business, if known;
(3) The registered agent and registered office; and
(4) The current status of the business entity.
2. The secretary of state shall certify an abstract of such record upon written request therefor. The fee for such certification shall be five dollars in addition to the fee required for furnishing an abstract record as provided in subsection 1 of this section. The certification shall be made under the seal of the office of the secretary of state.
3. The secretary of state shall also, in accordance with rules promulgated by him, make available for public inspection and copying during regular office hours all papers filed in the office of secretary of state relative to any corporation or business concern the filings of which are administered by him.
4. No fee as herein provided shall apply to any agency or department of the state of Missouri.
5. The secretary of state shall furnish without charge information over the phone concerning corporate status, registered agent and incorporation date and withdrawal date only of any corporation licensed to do business in this state.
6. The secretary of state may in his discretion make a preclearance examination and report upon any document proposed to be filed with the secretary of state, and may charge a fee therefor not in excess of fifty dollars.
7. After initial incorporation the secretary of state may at his discretion permit the filing of any certificate or other paper without first requiring payment of the fees required by any provision of this chapter.
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(L. 1969 H.B. 422, A.L. 1975 S.B. 14, A.L. 1978 S.B. 755, A.L. 1986 H.B. 1436, A.L. 2004 H.B. 1664)
Structure 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 351.035 - 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 351.048 - 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 351.122 - Option of biennial filing of corporate registration reports.
Section 351.127 - Additional fee — expiration date.
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 351.170 - Expenses of organization or reorganization, how paid.
Section 351.182 - Stock warrants, options — terms — consideration.
Section 351.185 - Consideration for shares — exchange or conversion of shares.
Section 351.195 - Reduction of stated capital, how made.
Section 351.200 - Redemption or purchase of own shares — retirement of shares.
Section 351.210 - Paid-in surplus — its distribution and restrictions.
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 351.246 - 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 351.270 - 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 351.290 - 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 351.325 - Board, quorum.
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 351.360 - 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 351.387 - Definitions.
Section 351.390 - Corporation's powers to purchase, hold, transfer or dispose of its own shares.
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 351.410 - 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 351.445 - Certificate of merger returned to surviving or new corporation.
Section 351.448 - Merger without shareholders' vote, when — requirements, results.
Section 351.450 - New status after merger or consolidation has been effected.
Section 351.458 - Merger or consolidation with foreign corporation — procedure.
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 351.492 - 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 351.602 - 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 351.655 - Waiver of notice equivalent to giving of notice.
Section 351.658 - Fees for corporate filings with secretary of state.
Section 351.660 - Power and authority of secretary of state.
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 351.700 - 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 351.815 - 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 351.1012 - Name of cooperative, requirements.
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 351.1030 - Bylaw requirements, adoption, amendment — emergency bylaws permitted.
Section 351.1033 - Record-keeping requirements — examination of records, when.
Section 351.1039 - Emergency powers and procedures
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 351.1072 - Discharge of duties, directors.
Section 351.1078 - Personal liability of directors, limitations.
Section 351.1084 - Election of officers — chief executive officer permitted.
Section 351.1090 - Division of membership interests, classes or series.
Section 351.1093 - Certified and uncertified membership interests, requirements.
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 351.1129 - Property rights of cooperative.
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 351.1150 - Unclaimed property, how treated.
Section 351.1153 - Merger and consolidation — definitions — procedure, effect of.
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 351.1174 - 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 351.1189 - 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 351.1216 - 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.