| 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. | Annual corporate registration report required, when--change in |
| | registered office or agent to be filed with annual report. |
| 351.125. | Annual fee. |
| 351.127. | Additional fee--expiration date. |
| 351.140. | Registration, form--subject to false declaration penalties--notice |
| | on form required. |
| 351.145. | Notice provided for annual 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. |
| 351.410. | 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. |
Missouri General Assembly