Missouri Revised Statutes

Chapter 351
General and Business Corporations

(View Entire Chapter)

August 28, 2013
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Sections:
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.

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