| 351.010. | Title of Law. |
| 351.015. | Definitions. |
| 351.017. | Independent legal significance doctrine applicable to sections in this |
| | chapter. |
| 351.020. | What corporations may organize under this law. |
| 351.025. | Corporation organized under special law may file certification of |
| | acceptance of this law. |
| 351.030. | Organization of street railroad, telegraph and telephone corporations, |
| | booming and rafting corporations. |
| 351.035. | Bridge corporations--organization--powers. |
| 351.040. | Use of streets by bridge corporations--damages to abutting property. |
| 351.045. | Condemnation of lands and easements of light and air--procedure. |
| 351.046. | Filing requirements--filing signifies document is correct. |
| 351.047. | Forms. |
| 351.048. | Effective dates of filing of documents--delayed effective date. |
| 351.049. | Correcting filed documents--fee. |
| 351.050. | Incorporators, duties--ownership and acquisition of shares, how |
| | construed. |
| 351.051. | Documents filed, when--refusal to file--duty to file. |
| 351.053. | Liability for preincorporation transactions. |
| 351.055. | Articles of incorporation, required contents--optional contents. |
| 351.060. | Filing of articles of incorporation--certificate of incorporation. |
| 351.065. | Incorporation tax or fee. |
| 351.075. | Certificate of incorporation is evidence of corporate existence. |
| 351.076. | Certificate of good standing. |
| 351.080. | First meeting and organization of board. |
| 351.085. | Amendment of articles of incorporation permitted. |
| 351.090. | Articles of incorporation, how amended. |
| 351.093. | Certain shareholders must be permitted to vote, when. |
| 351.095. | Certificate of amendment, contents of. |
| 351.100. | Certificate of amendment, secretary of state to file and certify, |
| | when. |
| 351.105. | When amendment shall become effective. |
| 351.106. | Restatement of articles of incorporation. |
| 351.107. | Restated articles of incorporation may be amended at time of |
| | restatement. |
| 351.110. | Name of corporation regulated. |
| 351.115. | Reservation of right to exclusive use of corporate name, time |
| | period. |
| 351.120. | Corporate registration report required, when--change in registered |
| | office or agent to be filed with report. |
| 351.122. | Option of biennial filing of corporate registration reports. |
| 351.125. | Fees. |
| 351.127. | Additional fee--expiration date. |
| 351.140. | Registration, form--subject to false declaration penalties--notice |
| | on form required. |
| 351.145. | Notice provided for corporate registration report. |
| 351.150. | Failure to comply not excused for lack of notice. |
| 351.155. | Duplicate forms, when furnished. |
| 351.156. | Evidentiary effect of copy of filed document. |
| 351.160. | Shares or bonds shall be for money paid, labor or property actually |
| | received--bonded indebtedness, how incurred. |
| 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. |
| 351.170. | Expenses of organization or reorganization, how paid. |
| 351.175. | Subscriptions for shares--payment--failure to pay--notice for |
| | payment or forfeiture. |
| 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. |
| 351.182. | Stock warrants, options--terms--consideration. |
| 351.185. | Consideration for shares--exchange or conversion of shares. |
| 351.190. | A corporation may determine that only a part of the consideration for |
| | which shares may be issued shall be stated capital, when. |
| 351.195. | Reduction of stated capital, how made. |
| 351.200. | Redemption or purchase of own shares--retirement of shares. |
| 351.205. | Preferred shares issued before November 21, 1943, without redemption |
| | provisions, how redeemed. |
| 351.210. | Paid-in surplus--its distribution and restrictions. |
| 351.215. | Books and records, minutes of meeting--shareholder's right to |
| | examine--acquiring person's demand deemed proper, when--penalty. |
| 351.220. | Payment of dividends on shares of stock. |
| 351.225. | Shareholders' meetings prescribed by bylaws. |
| 351.230. | Shareholders' meetings--notice of, how given, contents of. |
| 351.235. | Meetings, how convened--vote inspectors, when appointed, duties of. |
| 351.240. | Inspector's oath. |
| 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. |
| 351.246. | Shareholders may create voting trust. |
| 351.250. | Transfer books closed, when. |
| 351.255. | Officer to make list of shareholders entitled to vote. |
| 351.260. | Voting of shares standing in name of another corporation, domestic or |
| | foreign--deceased person's shares--receivers--pledges. |
| 351.265. | Quorum of outstanding shares--representation by proxy--representation |
| | of false proxy, penalty. |
| 351.267. | Five percent of shares of telephone company constitutes quorum, |
| | when--powers of quorum--directors, election by districts |
| | authorized. |
| 351.268. | Shareholder's meeting, adjournment due to lack of |
| | quorum--postponement, adjournment defined. |
| 351.270. | Bylaws may require concurrence of greater portion of shares than |
| | statutes require. |
| 351.273. | Corporate action may be taken without meeting by written consents. |
| 351.275. | Limitation of shareholder's obligation to corporation or its |
| | creditors. |
| 351.280. | When execution may be levied against shareholders. |
| 351.285. | Secretary shall give names and addresses of shareholders to officers |
| | holding executions against corporation. |
| 351.290. | Bylaws, how adopted and amended. |
| 351.295. | Stock certificate, form, contents, authorized signatures. |
| 351.300. | Fractional shares, how issued. |
| 351.305. | Preemptive right of shareholder to acquire additional shares, limited, |
| | how. |
| 351.310. | Board of directors, powers, qualifications, compensation. |
| 351.315. | Number of directors, how elected, how removed. |
| 351.317. | Directors of corporations, removal of, when, how. |
| 351.320. | Board vacancy, how filled. |
| 351.323. | Provisional director appointed by court, when--qualifications, |
| | compensation, powers, removal. |
| 351.325. | Board, quorum. |
| 351.327. | Financial interest of corporate officers, effect on contracts with |
| | corporations--directors setting their own compensation not a conflict |
| | of interest, exception. |
| 351.330. | Two or more directors shall constitute committee, when. |
| 351.335. | Board meetings, where and how held. |
| 351.340. | Board meetings, where and how held. |
| 351.345. | Liability of directors. |
| 351.347. | Acquisition proposals, board may make recommendation. |
| 351.355. | Officer, director, employee, or agent of corporation indemnified, |
| | when, methods authorized. |
| 351.360. | Officers--how chosen--powers and duties. |
| 351.365. | Removal of officer or agent, when. |
| 351.370. | Registered office and registered agent. |
| 351.375. | Change of address of registered office or agent, how made. |
| 351.376. | Resignation of agent. |
| 351.380. | Process served on registered agent. |
| 351.385. | Powers of corporation. |
| 351.386. | Purposes. |
| 351.387. | Definitions. |
| 351.388. | Private and public corporations authorized to apply for and |
| | operate foreign trade zones. |
| 351.390. | Corporation's powers to purchase, hold, transfer or dispose of its |
| | own shares. |
| 351.395. | Conveyance of property not invalid because board of directors has |
| | exceeded corporation's powers--lack of capacity, power asserted, |
| | how. |
| 351.400. | Disposition of assets. |
| 351.405. | Rights of dissenting shareholder--sale or exchange of assets. |
| 351.407. | Control shares acquisition procedures--exceptions. |
| 351.408. | Conversion to corporation, certificate of conversion required, |
| | procedure, effect of conversion. |
| 351.409. | Conversion of corporation to another business entity, |
| | procedure--certificate of conversion required--effect of |
| | conversion--inapplicability to nonprofit organizations. |
| 351.410. | Merger procedure. |
| 351.415. | Consolidation procedure. |
| 351.420. | Merger plan to be submitted to shareholders, procedure. |
| 351.425. | Voting by shareholders on plan for merger or consolidation. |
| 351.430. | Summary of articles of merger or consolidation filed--contents. |
| 351.435. | Certain originals to be delivered to secretary of state who |
| | shall issue certificate of merger or consolidation. |
| 351.440. | (Repealed L. 2001 S.B. 288 § A) |
| 351.445. | Certificate of merger returned to surviving or new corporation. |
| 351.447. | Corporation holding ninety percent of the shares of another may |
| | merge without election, when. |
| 351.448. | Merger without shareholders' vote, when--requirements, results. |
| 351.450. | New status after merger or consolidation has been effected. |
| 351.455. | Shareholder entitled to appraisal and payment of fair value, |
| | when--remedy exclusive, when. |
| 351.458. | Merger or consolidation with foreign corporation--procedure. |
| 351.459. | Definitions--business combinations, requirements--permitted |
| | combinations--exceptions. |
| 351.461. | Merger of domestic corporation. |
| 351.462. | Dissolution by incorporators or initial directors. |
| 351.464. | Dissolution by board of directors and shareholders. |
| 351.466. | Dissolution by consent of all shareholders. |
| 351.467. | Filing for discontinuation of certain corporations--procedure. |
| 351.468. | Articles of dissolution. |
| 351.474. | Revocation of dissolution. |
| 351.476. | Effect of dissolution. |
| 351.478. | Known claims against dissolved corporation. |
| 351.482. | Unknown claims against dissolved corporation. |
| 351.483. | Certain claims against insured dissolved corporations, limitations. |
| 351.484. | Grounds for administrative dissolution. |
| 351.486. | Procedure and effect of administrative dissolution. |
| 351.488. | Reinstatement following dissolution--name of reinstated |
| | corporation--administrative dissolution, effect of. |
| 351.492. | Appeal from denial of reinstatement. |
| 351.494. | Grounds for judicial dissolution. |
| 351.496. | Procedure for judicial dissolution. |
| 351.498. | Receivership or custodianship. |
| 351.502. | Decree of dissolution. |
| 351.504. | Deposit with state treasurer. |
| 351.522. | Request for termination--contents--fees. |
| 351.526. | Certain corporations, directors and officers as trustees. |
| 351.572. | Authority to transact business required. |
| 351.574. | Consequences of transacting business without authority. |
| 351.576. | Application for certificate of authority. |
| 351.578. | Amended certificate of authority. |
| 351.582. | Effect of certificate of authority. |
| 351.584. | Corporate name of foreign corporation. |
| 351.586. | Registered office and agent of foreign corporation. |
| 351.588. | Change of registered office of agent of foreign corporation. |
| 351.592. | Resignation of registered agent of foreign corporation. |
| 351.594. | Service on foreign corporation. |
| 351.596. | Withdrawal of foreign corporation, procedure. |
| 351.598. | Revocation. |
| 351.602. | Procedure and effect of revocation. |
| 351.604. | Reinstatement of revoked certificate--appeal of revocation. |
| 351.606. | Statutory merger, foreign corporation, filing required. |
| 351.608. | No prior approval by state agency necessary for acquisition of |
| | stocks and bonds by foreign corporations, when. |
| 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 quash--authenticity |
| | verified--Missouri corporations--no cause of action, when. |
| 351.655. | Waiver of notice equivalent to giving of notice. |
| 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. |
| 351.658. | Fees for corporate filings with secretary of state. |
| 351.660. | Power and authority of secretary of state. |
| 351.665. | Secretary of state may examine books and records--penalty for |
| | disclosing information. |
| 351.670. | Disapproval of articles of incorporation, amendment, |
| | merger--forfeiture of certificate of authority--review. |
| 351.675. | Fees paid to director of revenue. |
| 351.680. | Deposit of registration moneys. |
| 351.685. | Administrative personnel--compensation. |
| 351.690. | Applicability of chapter to certain corporations. |
| 351.695. | Law not to affect rights, privileges, immunities and franchises, |
| | suits pending, under provisions of prior laws. |
| 351.700. | Powers of general assembly. |
| 351.705. | No exemption from antitrust law. |
| 351.710. | Penalty for refusal to exhibit books and records. |
| 351.713. | Penalty for signing false documents. |
| 351.715. | Penalty for violations. |
| 351.720. | Punishment when convicted of misdemeanor. |
| 351.750. | Application of law. |
| 351.755. | Definition--election of status. |
| 351.760. | Notice of status on issued shares. |
| 351.765. | Share transfer prohibition. |
| 351.770. | Share transfer after first refusal by corporation. |
| 351.775. | Attempted share transfer in breach of prohibition. |
| 351.780. | Compulsory purchase of shares after death of shareholder. |
| 351.785. | Exercise of compulsory purchase right. |
| 351.790. | Court action to compel purchase. |
| 351.800. | Shareholder agreements. |
| 351.805. | Elimination of board of directors. |
| 351.810. | Bylaws. |
| 351.815. | Annual meeting. |
| 351.820. | Execution of documents in more than one capacity. |
| 351.825. | Limited liability. |
| 351.830. | Merger--share exchange--sale of assets. |
| 351.835. | Termination of close corporation status. |
| 351.840. | Effect of termination of close corporation status. |
| 351.845. | Shareholder option to dissolve corporation. |
| 351.850. | Court action to protect shareholders. |
| 351.855. | Ordinary relief. |
| 351.860. | Extraordinary relief--share purchase. |
| 351.865. | Extraordinary relief--dissolution. |
| 351.870. | Definitions. |
| 351.875. | Grounds for shareholder dissent. |
| 351.880. | Rights of partial dissenter. |
| 351.885. | Meeting notice to state shareholder may be entitled to assert |
| | dissenters' rights. |
| 351.890. | Written notice of intent to demand payment for shares. |
| 351.895. | Written dissenters' notice--contents. |
| 351.900. | Shareholder to demand payment and deposit certificates. |
| 351.905. | Restricted transfer of uncertificated shares. |
| 351.910. | Payment for fair value of shares. |
| 351.915. | Time period--release of transfer restrictions. |
| 351.920. | Withholding of payment from dissenter--grounds. |
| 351.925. | Right to demand payment--notification of fair value. |
| 351.930. | Proceeding to determine fair value of shares. |
| 351.935. | Participation in administrative proceedings. |
| 351.1000. | Citation of law. |
| 351.1003. | Definitions |
| 351.1006. | Formation and organization authorized. |
| 351.1009. | Authorized officer or director required, when--bylaws and |
| | board--organizational meeting. |
| 351.1012. | Name of cooperative, requirements. |
| 351.1015. | Articles, contents, filing requirements--formation, when--transaction |
| | of business, when. |
| 351.1018. | Amendment of articles, procedure. |
| 351.1021. | Revocation of erroneous filing and curative documents, fee. |
| 351.1024. | Date of existence--perpetual duration, exception. |
| 351.1027. | Office and agent requirements--change of office or agent, |
| | procedure--resignation of agent, procedure--appointment of agent |
| | by secretary of state, when. |
| 351.1030. | Bylaw requirements, adoption, amendment--emergency bylaws permitted. |
| 351.1033. | Record-keeping requirements--examination of records, when. |
| 351.1036. | Additional powers--act as agent of members, when--contractual |
| | authority--property rights--financial rights--employee benefits |
| | permitted. |
| 351.1039. | Emergency powers and procedures |
| 351.1042. | Governance by board required--board action, requirements--third-party |
| | agreements permitted, when. |
| 351.1045. | Minimum number of directors--division into classes permitted. |
| 351.1048. | Board election, procedure--voting by mail, procedure. |
| 351.1051. | Vacancy, how filled. |
| 351.1054. | Removal of director, procedure. |
| 351.1057. | Meetings, conferences. |
| 351.1060. | Quorum requirements. |
| 351.1063. | Majority vote required, when. |
| 351.1066. | Written action permitted, when, procedure. |
| 351.1069. | Committees, procedure for meetings, minutes--committee members |
| | considered directors. |
| 351.1072. | Discharge of duties, directors. |
| 351.1075. | Contracts and transactions, not voidable for material financial |
| | interest of director, when. |
| 351.1078. | Personal liability of directors, limitations. |
| 351.1081. | Definitions--indemnification of former officials, when--liability |
| | insurance permitted, when. |
| 351.1084. | Election of officers--chief executive officer permitted. |
| 351.1087. | Membership of cooperatives, requirements--membership interests, |
| | authorization and issuance. |
| 351.1090. | Division of membership interests, classes or series. |
| 351.1093. | Certified and uncertified membership interests, requirements. |
| 351.1096. | Issuance of new certificates of membership for destroyed, lost, or |
| | stolen certificates. |
| 351.1099. | Annual meeting requirements. |
| 351.1102. | Special members' meetings, when, requirements. |
| 351.1105. | Quorum, how constituted. |
| 351.1108. | Meetings, remote communication permitted, requirements. |
| 351.1111. | Majority vote of members required, when. |
| 351.1114. | Written action permitted, when, requirements. |
| 351.1117. | Patron members, voting rights and requirements. |
| 351.1120. | Additional vote for patron member, when. |
| 351.1123. | Membership interests owned or controlled by another business, person, |
| | or trust. |
| 351.1126. | Cooperative interests in other business entity, representative at |
| | business meeting of other entity permitted. |
| 351.1129. | Property rights of cooperative. |
| 351.1132. | Transfer of membership and financial rights, restrictions--death of |
| | member, effect of. |
| 351.1135. | Contributions accepted, when, requirements. |
| 351.1138. | Contribution agreements, requirements. |
| 351.1141. | Contribution rights agreements. |
| 351.1144. | Profits and losses, allocation of, requirements. |
| 351.1147. | Net income, set aside permitted, when--annual distribution |
| | required--refund credits. |
| 351.1150. | Unclaimed property, how treated. |
| 351.1153. | Merger and consolidation--definitions--procedure, effect of. |
| 351.1156. | Subsidiaries, merger with parent, when, procedure--certificate of |
| | merger required. |
| 351.1159. | Abandonment of plan of merger, procedure. |
| 351.1162. | Dissolution, affirmative vote required. |
| 351.1165. | Notice of dissolution. |
| 351.1168. | Dissolution, interests in property may be conveyed, when. |
| 351.1171. | Revocation of dissolution proceedings, when--members' meeting |
| | permitted--effective date of revocation. |
| 351.1174. | Creditor claims barred, when. |
| 351.1177. | Articles of dissolution, procedure. |
| 351.1180. | Court supervision of dissolution, when. |
| 351.1183. | Equitable relief and liquidation of assets, when. |
| 351.1186. | Court authority in dissolution proceedings--receiver may be |
| | appointed--distribution of assets. |
| 351.1189. | Receivers, requirements. |
| 351.1192. | Involuntary dissolution, when. |
| 351.1195. | Creditor claims to be filed under oath, when, court procedure. |
| 351.1198. | Discontinuance of involuntary dissolution. |
| 351.1201. | Court order of dissolution, when. |
| 351.1204. | Certified copy of dissolution to be filed. |
| 351.1207. | Creditor claims after dissolution forever barred. |
| 351.1210. | Claims against dissolved cooperative, former officers, directors, and |
| | members may defend. |
| 351.1213. | Foreign cooperatives, conflict of laws--certificate of authority |
| | required, other requirements. |
| 351.1216. | Notice deemed given, when--electronic communications, consent given, |
| | when. |
| 351.1219. | Cooperative not deemed a franchise. |
| 351.1222. | Records and signatures--definitions--legal effect of. |
| 351.1225. | Amendments and repeal of act, state reserves right of. |
| 351.1227. | Additional powers of secretary of state--rulemaking authority. |
| 351.1228. | Filing fees, determined by secretary of state. |
Missouri General Assembly