Missouri Revised Statutes

Chapter 351
General and Business Corporations

redbar


Title of Law.

351.010. This chapter shall be known and may be cited as "The General and Business Corporation Law of Missouri".

(L. 1943 p. 410 § 1)

Definitions.

351.015. As used in this chapter, unless the context otherwise requires:

(1) "Articles of incorporation" includes the original articles of incorporation and all amendments thereto, and includes articles of merger or consolidation;

(2) "Authorized shares" means the aggregate number of shares of stock of all classes, whether with or without par value, which the corporation is authorized to issue. Shares of its own stock belonging to a corporation shall be deemed to be issued shares but not outstanding shares;

(3) "Certificate of stock" means a written instrument signed by or bearing the facsimile signature of the proper corporate officers, as required by this chapter, evidencing the fact that the person therein named is the holder of record of the share or shares therein described;

(4) "Control share acquisition" means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. For the purposes of this chapter, shares acquired within ninety days of any acquisition of shares or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition. For the purposes of this chapter, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this chapter has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others. The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:

(a) Prior to June 13, 1984;

(b) Pursuant to a contract in existence prior to June 13, 1984;

(c) Pursuant to a will or other testamentary disposition, the laws of descent and distribution or by intervivos gift where such gift is made in good faith and not for the purpose of circumventing section 351.407;

(d) Pursuant to a public offering, a private placement, or any other issuance of shares by an issuing public corporation;

(e) By, on behalf of, or pursuant to any benefit or other compensation plan or arrangement of an issuing public corporation;

(f) Pursuant to the conversion of debt securities into shares of an issuing public corporation under the terms of such debt securities;

(g) Pursuant to a binding contract, other than any contract created by, pursuant to, or in connection with a tender offer, whereby the holders of shares representing at least two-thirds of the voting power of an issuing public corporation, such holders acting simultaneously, agreed to sell such shares to any person;

(h) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing section 351.407;

(i) Pursuant to a merger or consolidation effected in compliance with sections 351.410 to 351.458 if the issuing public corporation is a party to the agreement of merger or consolidation;

(j) Pursuant to a binding contract or other arrangement with any individual, foreign or domestic corporation (whether or not for profit), partnership, limited liability company, unincorporated society or association, or other entity which, at any time within one year prior to the acquisition in question, owned shares representing more than fifty percent of the voting power of the issuing public corporation;

(k) By or from any person whose shares have been previously accorded voting rights pursuant to section 351.407; provided, the acquisition entitles the person making the acquisition, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of voting power of the corporation in the election of directors within a range of the voting power not in excess of the range of voting power associated with the shares to which voting rights have been previously accorded;

(5) "Control shares" means shares that, except for this chapter, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:

(a) One-fifth or more but less than one-third of all voting power;

(b) One-third or more but less than a majority of all voting power;

(c) A majority or more of all voting power; provided, however, that shares which the person or the group have owned or of which the person or the group could have exercised or directed the voting for more than ten years shall not be deemed to be control shares and shall not be aggregated for the purpose of determining inclusion within the above-stated ranges;

(6) "Corporation" or "domestic corporation" includes corporations organized under this chapter or subject to some or all of the provisions of this chapter except a foreign corporation;

(7) "Foreign corporation" means a corporation for profit organized under laws other than the laws of this state;

(8) "Incorporator" means a signer of the original articles of incorporation;

(9) "Interested shares" means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

(a) An acquiring person or member of a group with respect to a control share acquisition;

(b) Any officer of the issuing public corporation elected or appointed by the directors of the issuing public corporation;

(c) Any employee of the issuing public corporation who is also a director of such corporation;

(10) "Issuing public corporation", unless the articles of incorporation provide otherwise as to the applicability of this section, means a corporation that has a class of voting stock registered with the securities and exchange commission under Section 12 of the Exchange Act and is either (a) a corporation incorporated under the laws of the state of Missouri, or, (b) subdivision (2) of section 351.690 notwithstanding, any insurance company organized pursuant to the laws of Missouri and doing business under the provisions of chapter 376, provided that the bylaws of such insurance company expressly state that such insurance company shall, for the purposes of this chapter, be included within the definition of "issuing public corporation";

(11) "Net assets", for the purpose of determining the right of a corporation to purchase its own shares and of determining the right of a corporation to declare and pay dividends and the liabilities of directors therefor, shall not include shares of its own stock belonging to a corporation;

(12) "Paid-in surplus" means all that part of the consideration received by the corporation for, or on account of, all shares issued which does not constitute stated capital minus such formal reductions from said sum as may have been effected in a manner permitted by this chapter;

(13) "Person" includes, without limitation, an individual, a foreign or domestic corporation whether not for profit or for profit, a partnership, a limited liability company, an unincorporated society or association, two or more persons having a joint or common interest, or any other entity;

(14) "Registered office" means that office maintained by the corporation in this state, the address of which is on file in the office of the secretary of state;

(15) "Shareholder" means one who is a holder of record of shares in a corporation;

(16) "Shares" are the units into which the shareholders' rights to participate in the control of the corporation, in its surplus or profits, or in the distribution of its assets, are divided;

(17) "Stated capital" means at any particular time the sum of:

(a) The par value of all shares then issued having a par value; and

(b) The consideration received by the corporation for all shares then issued without par value except such part thereof as may have been allocated otherwise than to stated capital in a manner permitted by law; and

(c) Such amounts not included in paragraphs (a) and (b) of this subdivision as may have been transferred to the stated capital account of the corporation, whether upon the issue of shares as a share dividend or otherwise, minus such formal reductions from said sum as may have been effected in a manner permitted by this chapter;

(18) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation.

(L. 1943 p. 410 § 2, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1984 S.B. 409, A.L. 1987 H.B. 349, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20, A.L. 2007 H.B. 431)

Independent legal significance doctrine applicable to sections in thischapter.

351.017. Action taken in accordance with the different sections of this chapter are acts of independent legal significance even though the end result may be the same under different sections. The mere fact that the result of actions taken under one section may be the same as actions which could have been taken under another section does not require that the legality of the result must be tested by the requirements of the second section.

(L. 1997 S.B. 197, A.L. 1998 S.B. 680)

What corporations may organize under this law.

351.020. Corporations for profit, except those which are required to be organized exclusively under other provisions of law, may be organized under this chapter for any lawful purposes.

(L. 1943 p. 410 § 3, A.L. 1975 S.B. 14)

CROSS REFERENCES:

Incorporation of assessment plan life insurance company, Chap. 377

Incorporation of banks, Chap. 362

Incorporation of commodity associations, Chap. 275

Incorporation of cooperative companies, Chap. 357

Incorporation of county agricultural and mechanical societies, Chap. 262

Incorporation of county town and farmers' mutual property insurance companies, Chap. 380

Incorporation of credit unions, Chap. 370

Incorporation of fraternal benefit societies, Chap. 378

Incorporation of insurance companies other than life, Chap. 379

Incorporation of life and accident insurance companies, Chap. 376

Incorporation of nonprofit cooperative associations, Chap. 274

Incorporation of railroad companies, Chap. 388

Incorporation of religious and charitable associations, Chap. 352

Incorporation of rural electric cooperatives, Chap. 394

Incorporation of savings and loan associations, Chap. 369

Incorporation of stipulated premium plan life insurance companies, Chap. 377

Incorporation of street railway companies, Chap. 391

Incorporation of telegraph and telephone companies, Chap. 392

Incorporation of union station companies, Chap. 388

Corporation organized under special law may file certification ofacceptance of this law.

351.025. Any existing corporation heretofore organized for profit under any special law of this state may accept the provisions of this chapter and be entitled to all of the rights, privileges and benefits provided by this chapter, as well as accepting the obligations and duties imposed by this chapter, by filing with the secretary of state a certificate of acceptance of this chapter, signed by its president and secretary, duly authorized by its board of directors, and approved by the affirmative vote of a majority of its outstanding shares.

(L. 1943 p. 410 § 173, A.L. 1998 S.B. 680, A.L. 1999 S.B. 1, et al., A.L. 2000 S.B. 896, A.L. 2007 S.B. 613 Revision)

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

351.030. 1. Any street railroad corporation, telegraph and telephone corporation, and booming and rafting corporation may be organized under the provisions of this chapter; provided, that any such corporation complies with all of the requirements of the applicable laws specially providing for the incorporation of street railroads, telegraph and telephone corporations, or booming and rafting corporations. Any railroad corporation or union station hereafter incorporated under the provisions of chapter 388 may add to its articles of association such statements as may be necessary to authorize any such corporation to issue shares without par value.

2. Any corporation here incorporated under the laws of this state, other than under the provisions of this chapter, will be subject to such of the provisions of this chapter as is provided in subdivisions (1) and (3) of section 351.690 with respect to existing corporations of the same type.

(L. 1943 p. 410 § 172)

CROSS REFERENCE:

Railroad corporations, general provisions relative to organization of, Chaps. 388, 389

Bridge corporations--organization--powers.

351.035. Any corporation may be formed under this chapter for the purpose of constructing and maintaining a bridge over any of the streams of water, or any part of such streams, which may be within this state, or bordering on this state, or within any adjoining state, for public use for the crossing of persons or property, according to the provisions of this chapter; and also for the purpose of constructing, owning, leasing, controlling, maintaining and operating a toll bridge or viaduct in any city, town or village of this state and any adjoining city, town or village of any adjacent state connecting such cities, towns or villages, and over any of the streams of water, or any part of such streams, which may be within this state, or bordering on this state, or within any adjacent state, and approaches thereto for the passage of wagons, vehicles, foot passengers and animals, and to charge reasonable rates of toll therefor, with the right to convey and transport persons and freight thereon by electricity or other mechanical power; provided, the consent thereto of the municipal authorities of such cities or towns be first obtained; and may make any contracts for the use of its property, or any part thereof, by lease or otherwise. Sections 351.035 and 351.040 shall apply to any corporations heretofore organized under the laws of this state for any of the purposes expressed in said sections.

(RSMo 1939 § 5380, A.L. 1943 p. 410 § 164)

Prior revisions: 1929 § 4973; 1919 § 10183; 1909 § 3377

CROSS REFERENCES:

Bridge company may operate street railway over interstate bridge, 391.130

Railroad corporation may operate toll bridge in connection with railroad bridge, 388.210

Toll bridge control to vest in county upon expiration of charter of owner, 234.050

Toll bridges on highways, county commission may grant right to build and operate, 234.160, 234.170

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

351.040. Any corporation formed for the purpose of constructing or maintaining a bridge over any river in this state or bordering on this state, or within any adjoining state, or constructing, owning, leasing, controlling, maintaining or operating a toll bridge or viaduct in any city, town or village in this state and any adjoining city, town or village in any adjacent state, and connecting any county, city, town or village in this state with any other county, city, town or village in this state or in any adjoining state, for public use, for the crossing of persons, wagons or street cars, is hereby authorized and empowered to construct, maintain and operate said bridge or viaduct in, along, across or over any street or alley of any incorporated city or town in this state, or of any adjacent state, and to construct and maintain approaches for said bridge or viaduct in any street or alley of any such incorporated city or town in the state, or any adjacent state; provided, the consent thereto of the municipal authorities of such city or town is first obtained; and provided, further, that municipal authorities of cities or towns of this state shall not grant said rights to any such corporation, to use any alley or street, in the manner herein specified, until all damages to the abutting real estate on said street or alley over, in, along or across which said bridge or viaduct or approaches are built, shall have been first ascertained and paid by the corporation constructing said bridge or viaduct and approaches; said damages shall be ascertained and paid in the same manner that is provided for by law in relation to the appropriation and valuation of lands and property taken for telegraph, macadamized, graded, plank, and railroad purposes.

(RSMo 1939 § 5381, A.L. 1943 p. 410 § 166)

Prior revisions: 1929 § 4974; 1919 § 10184; 1909 § 3378

Condemnation of lands and easements of light and air--procedure.

351.045. In case it may become necessary for any corporation formed for the purposes stated in section 351.040 hereof to take or appropriate any lands or easements, including easements of light and air of persons or corporations for approaches, viaduct, and bridge structures and approaches thereto, road, foot or wagon ways of such bridge corporation, and the owners of said property cannot agree with said corporation upon the proper compensation to be paid; or in case the owner is incapable of contracting, unknown or a nonresident of the state, then the said property may be taken by said bridge corporation in the same manner that is provided for by law in relation to the appropriation and valuation of lands taken for telegraph, macadamized, graded, plank and railroad purposes.

(RSMo 1939 § 5382, A.L. 1943 p. 410 § 166)

Prior revisions: 1929 § 4974; 1919 § 10184; 1909 § 3378

Filing requirements--filing signifies document is correct.

351.046. 1. A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state.

2. This chapter shall require or permit filing the document in the office of the secretary of state.

3. The document shall contain the information required by this chapter. It may contain other information as well.

4. The document shall be typewritten or printed.

5. The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

6. The document shall be executed:

(1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;

(2) If directors have not been selected or the corporation has not been formed, by the incorporator(s); or

(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

7. The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may contain the corporate seal, an attestation by the secretary or an assistant secretary, an acknowledgment, verification or proof.

8. If the secretary of state has prescribed a mandatory form for the document under the provisions of section 351.047, the document shall be in or on the prescribed form.

9. The document shall be delivered to the office of the secretary of state for filing except as provided in sections 351.376 and 351.592, the correct filing fee, or penalty required by this chapter or other law.

10. In accordance with rules established by the secretary of state, any signature on any document authorized to be filed by or with the secretary of state pursuant to this chapter may be a facsimile, a conformed signature or an electronically transmitted signature.

11. A statement or document filed under this chapter represents that the person signing the document or statement believes the statements are true and correct to the best of such person's knowledge and belief, subject to the penalties provided under section 575.040.

(L. 1990 H.B. 1432, A.L. 2003 S.B. 394, A.L. 2004 H.B. 1664)

Forms.

351.047. The secretary of state may prescribe and furnish on request forms for all documents required or permitted to be filed by this chapter. The use of the following forms is mandatory:

(1) A foreign corporation's application for a certificate of authority to do business in this state;

(2) A foreign corporation's application for a certificate of withdrawal;

(3) A corporation's corporate registration report.

(L. 1990 H.B. 1432, A.L. 2009 H.B. 481)

Effective dates of filing of documents--delayed effective date.

351.048. 1. Except as provided in subsection 2 of this section and subsection 3 of section 351.049, a document accepted for filing is effective:

(1) On the date it is filed, as evidenced by the secretary of state's date endorsement on the original document; or

(2) At the date specified in the document as its effective date when it is filed.

2. A document may specify a delayed effective date, and if it does so the document becomes effective at the date specified. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.

(L. 1990 H.B. 1432, A.L. 1991 H.B. 219)

Effective 5-29-91

Correcting filed documents--fee.

351.049. 1. A domestic or foreign corporation may correct a document filed by the secretary of state if the document contains an incorrect statement, or was defectively executed, attested, sealed, verified or acknowledged.

2. A document is corrected:

(1) By preparing articles of correction that describe the document, including its filing date, or attaching a copy of it to the articles, specifying the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and correcting the incorrect statement or defective execution; and

(2) By delivering the articles to the secretary of state for filing.

3. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

4. The secretary of state shall charge and collect a fee of five dollars when articles of correction are delivered to him for filing.

(L. 1990 H.B. 1432)

Incorporators, duties--ownership and acquisition of shares, howconstrued.

351.050. One or more natural persons of the age of eighteen years, or more, may act as an incorporator of such corporation by signing and delivering in the office of the secretary of state the articles of incorporation of such corporation. Nothing contained in this chapter shall be construed as an indication of any legislative intention that the existence of a corporation, hereafter or heretofore formed, is in any respect impaired by the direct or indirect ownership of all of the shares of such corporation by one owner or by two owners or that by such ownership the corporation becomes dormant, inactive or incapable of acting as a corporation or ceases to possess any of the capacities, powers or authority which it otherwise would possess. The direct or indirect acquisition, heretofore or hereafter, of all of the shares of a corporation by one owner or by two owners and the having of only one shareholder or two shareholders at any time are declared to violate no policy or provision of the laws of this state.

(RSMo 1939 § 5338, A.L. 1943 p. 410 § 49, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 2004 H.B. 1664)

Prior revisions: 1929 § 4933; 1919 § 10144; 1909 § 3339

Documents filed, when--refusal to file--duty to file.

351.051. 1. If a document delivered to the office of the secretary of state satisfies the requirements of this chapter and is in a medium and format prescribed by the secretary of state the document shall be filed.

2. The secretary of state files the document by stamping or otherwise endorsing "filed" together with the secretary of state's name and official title and the date of receipt on the original when accompanied by the appropriate filing fee. After filing a document except as provided in sections 351.376 and 351.592, the secretary of state shall deliver a copy to the domestic or foreign corporation or its representative.

3. Upon refusing to file a document, the secretary of state shall return the rejected document to the domestic or foreign corporation or its representative with a brief written explanation of the reason or reasons for the refusal.

4. The secretary of state's duty to file documents under this section is ministerial. Filing or refusal to file a document does not:

(1) Affect the validity or invalidity of the document in whole or in part;

(2) Relate to the correctness or incorrectness of information contained in the document; or

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(L. 1965 p. 532, A.L. 2004 H.B. 1664)

Liability for preincorporation transactions.

351.053. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.

(L. 1990 H.B. 1432)

Articles of incorporation, required contents--optional contents.

351.055. 1. The articles of incorporation shall set forth:

(1) The name of the corporation;

(2) The address, including street and number, if any, of its initial registered office in this state, and the name of its initial registered agent at such address;

(3) If the aggregate number of shares which the corporation shall have the authority to issue exceeds thirty thousand shares or the par value exceeds thirty thousand dollars the corporation shall indicate the number of shares of each class, if any, that are to have a par value and the par value of each share of each such class, and the number of shares of each class, if any, that are to be without par value and also a statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights including convertible rights, if any, in respect of the shares of each class;

(4) The name and physical business or residence address of each incorporator;

(5) The number of years the corporation is to continue, which may be any number or perpetual;

(6) The purposes for which the corporation is formed.

2. The articles of incorporation may set forth:

(1) The number of directors to constitute the board of directors;

(2) The extent if any to which the preemptive right of a shareholder to acquire additional shares is limited or denied;

(3) If the incorporators, the directors pursuant to subsection 1 of section 351.090 or the shareholders pursuant to subsection 2 of section 351.090 choose to do so, a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (a) for any breach of the director's duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in subjective good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to section 351.345 or (d) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. On motion to dismiss, a person challenging the applicability of such a provision shall plead facts challenging such applicability with particularity, and there shall be no discovery until such motion to dismiss has been determined. All references in this subdivision to a director shall also be deemed to refer (e) to a member of the governing body of a corporation which is not authorized to issue capital stock and (f) to such other person or persons, if any, who, pursuant to a provision of the articles of incorporation in accordance with this chapter, exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of directors by this chapter;

(4) Any other provisions, not inconsistent with law, which the incorporators, the directors pursuant to subsection 1 of section 351.090 or the shareholders pursuant to subsection 2 of section 351.090 may choose to insert.

(RSMo 1939 § 5538, A.L. 1943 p. 410 § 50, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1664)

Prior revisions: 1929 § 4933; 1919 § 10144; 1909 § 3339

Filing of articles of incorporation--certificate of incorporation.

351.060. 1. An original copy of the articles of incorporation signed by the incorporators as required in section 351.050 shall be delivered to the office of the secretary of state. If the secretary of state finds that the articles of incorporation conform to this chapter, he or she shall, when the required organizational taxes or fees have been paid, file the same, and an original shall be retained by the secretary of state as a permanent record.

2. The secretary of state shall then issue a certificate of incorporation under the seal of the state that the corporation has been duly organized. The secretary of state shall attach the certificate to the copy of the articles of incorporation filed with him and shall deliver them to the corporation or its representative.

(RSMo 1939 § 5011, A.L. 1943 p. 410 § 51, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664)

Incorporation tax or fee.

351.065. 1. No corporation shall be organized under the general and business corporation law of Missouri unless the persons named as incorporators shall at or before the filing of the articles of incorporation pay to the director of revenue three dollars for the issuance of the certificate and fifty dollars for the first thirty thousand dollars or less of the authorized shares of the corporation and a further sum of five dollars for each additional ten thousand dollars of its authorized shares, and no increase in the authorized shares of the corporation shall be valid or effectual unless the corporation has paid the director of revenue five dollars for each ten thousand dollars or less of the increase in the authorized shares of the corporation, and the corporation shall file a duplicate receipt issued by the director of revenue for the payments required by this section to be made with the secretary of state as is provided by this chapter for the filing of articles of incorporation; except that the requirements of this section to pay incorporation taxes and fees shall not apply to foreign railroad corporations which built their lines of railway into or through this state prior to November 21, 1943.

2. For the purpose of this section, the dollar amount of authorized shares is the par value thereof in the case of shares with par value and is one dollar per share in the case of shares without par value.

3. Fees mandated in subsection 1 of this section shall be waived if a majority shareholder, officer, or director of the organizing corporation is a member of the Missouri National Guard or any other active duty military, resides in the state of Missouri, and provides proof of such service to the secretary of state.

(RSMo 1939 § 5013, A.L. 1943 p. 410 § 113, A.L. 1945 p. 711, A.L. 1975 S.B. 14, A.L. 1978 S.B. 755, A.L. 2014 S.B. 600)

Prior revisions: 1929 § 4539; 1919 § 9735; 1909 § 2976

Certificate of incorporation is evidence of corporate existence.

351.075. The corporate existence of a corporation shall date from the time of filing its articles of incorporation by the secretary of state. The certificate given by the secretary of state shall be taken by all courts of this state as evidence of the corporate existence of such corporation.

(L. 1943 p. 410 § 52, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

Certificate of good standing.

351.076. 1. Anyone may apply to the secretary of state to furnish a certificate of good standing for a domestic corporation or a foreign corporation.

2. A certificate of good standing for a domestic corporation sets forth:

(1) The domestic corporation's corporate name;

(2) When the corporation was incorporated;

(3) That the corporation was incorporated under the laws of this state;

(4) That the corporation has complied with all the requirements of the corporation division of the secretary of state.

3. A certificate of good standing for a foreign corporation sets forth:

(1) The name of the corporation as registered in its home state;

(2) The name the foreign corporation uses in this state;

(3) The name of the state or jurisdiction it was incorporated in;

(4) That the corporation has complied with all the requirements of the corporation division of the secretary of state.

4. Subject to any qualification stated in the certificate, a certificate of good standing issued by the secretary of state may be relied upon as prima facie evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.

(L. 1990 H.B. 1432)

First meeting and organization of board.

351.080. 1. If the persons to constitute the first board of directors of the corporation are not named in the articles of incorporation of the corporation, the incorporators, by unanimous vote at a meeting or by unanimous written consent, shall have the power to adopt the original bylaws of the corporation, notwithstanding the provisions of subsection 1 of section 351.290, and to name the persons who shall constitute the first board of directors of the corporation.

2. As soon as convenient, an organization meeting of the first board of directors shall be held either within or without this state at the call of a majority of the directors, for the purpose of electing officers, accepting or rejecting subscriptions for shares, authorizing the issuance of shares, doing any other acts to perfect the organization of the corporation and transacting such other business as may come before the meeting.

(RSMo 1939 § 4998, A.L. 1943 p. 410 § 54, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216)

Prior revisions: 1929 § 4527; 1919 § 9723; 1909 § 2964

Amendment of articles of incorporation permitted.

351.085. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.

(L. 1943 p. 410 § 55, A.L. 1965 p. 532, A.L. 1977 S.B. 115, A.L. 1979 S.B. 216, A.L. 2004 H.B. 1664, A.L. 2009 S.B. 224)

Articles of incorporation, how amended.

351.090. 1. At any time or times before the corporation has received any payment for any of its shares, the board of directors may adopt amendments to the articles of incorporation by executing a certificate of amendment as provided in subsection 1 of section 351.095.

2. After the corporation has received any payment for any of its shares, amendments to the articles of incorporation may be made only in the following manner:

(1) The board of directors may adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting, except that the proposed amendment need not be adopted by the board of directors and may be directly submitted by the board of directors to any annual or special meeting of shareholders;

(2) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in section 351.230 for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or summary shall, nevertheless, be included in the notice of the annual meeting;

(3) At the meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. Subject to subsections 3 and 6 of this section, the proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon.

3. If the articles of incorporation or bylaws provide for cumulative voting in the election of directors, the number of directors shall not be decreased to less than three by amendment to the articles of incorporation when the number of shares voting against the proposal for decrease would be sufficient to elect a director if the shares were voted cumulatively at an election of three directors. If the articles of incorporation or bylaws do not provide for cumulative voting in the election of directors, then the number of directors shall only be decreased to less than three by amendment to the articles of incorporation approved by the affirmative vote of a majority of the outstanding shares entitled to vote on the amendment.

4. If any amendment made under section 351.085 effects a reduction of stated capital, then the corporation making the amendment shall comply with the applicable provisions of sections 351.195 and 351.200, as well as the provisions of this section.

5. Any number of amendments may be submitted to the shareholders and voted on by them at one meeting.

6. A proposed amendment which provides that section 351.407 does not apply to control share acquisitions of shares of a corporation shall be adopted upon receiving the affirmative vote of two-thirds of all outstanding shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of two-thirds of the outstanding shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon. This subsection shall not affect or limit the right, power or authority of any issuing public corporation to adopt any other amendment or to take any other action in addition to an amendment providing for the nonapplicability of section 351.407 to control share acquisitions of the issuing public corporation pursuant to this section.

7. When a corporation has ten or fewer shareholders, cumulative voting may be abolished only by an affirmative vote of the holders of at least two-thirds of the outstanding shares.

(L. 1943 p. 410 § 56, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 1984 S.B. 409, A.L. 1989 S.B. 141, A.L. 2004 H.B. 1664, A.L. 2006 S.B. 1208)

Certain shareholders must be permitted to vote, when.

351.093. 1. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment to the articles of incorporation, whether or not entitled to vote thereon by the provisions of such articles if the amendment would increase or decrease the aggregate number of authorized shares of such class; increase or decrease the par value of the shares of such class; create a new class of shares having rights and preferences prior or superior to the shares of the class, or increase the rights and preferences or the number of authorized shares, of any class having rights and preferences prior or superior to the shares of the class; or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. A merger or consolidation shall not be deemed to involve a proposed amendment to the articles of incorporation.

2. If any proposed amendment would alter or change the powers, preferences, or special rights of one or more series of any class, so as to affect them adversely, but would not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purpose of this section.

(L. 1979 S.B. 216, A.L. 1983 S.B. 367, A.L. 1997 S.B. 197)

Certificate of amendment, contents of.

351.095. 1. To adopt an amendment of the articles of incorporation as provided in subsection 1 of section 351.090, a majority of the board of directors shall execute a certificate of amendment that shall be delivered to the secretary of state. The certificate of amendment shall state:

(1) The name of the corporation and, if it has been changed, the name under which it was originally organized;

(2) The date of the adoption of the amendment by the directors;

(3) The amendment adopted;

(4) That on the date of adoption of the amendment by the directors the corporation had not received any payment for any of its shares.

2. After the adoption of an amendment of the articles of incorporation by the requisite vote of shareholders, a certificate of amendment shall be executed by an officer of the corporation, the original copy of the certificate shall be delivered to the secretary of state. The certificate of amendment shall state:

(1) The name of the corporation and, if it has been changed, the name under which it was originally organized;

(2) The date of adoption of the amendment by the shareholders;

(3) The amendment adopted;

(4) The number of shares outstanding, the number of shares entitled to vote on the amendment and, if the shares of any class are entitled to vote thereon as a class, the number of outstanding shares of each class entitled to vote thereon;

(5) The number of shares voted for and against the amendment, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively;

(6) If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which it shall be effected;

(7) If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the secretary of state, then the effective date, which shall be no more than ninety days following the filing date, shall be specified.

(L. 1943 p. 410 § 57, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664)

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

351.100. 1. Upon receipt by the secretary of state of duplicate originals of any certificate of amendment, he shall file the same, if he finds that the certificate of amendment conforms to law, and that the required taxes or fees have been paid, keeping one of the copies as a permanent record, and he shall issue a certificate of amendment to which he shall affix the other copy of the certificate of amendment filed with him.

2. The certificate of the secretary of state and the copy of the certificate of amendment affixed shall be returned to the corporation or its representative.

(L. 1943 p. 410 § 58, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

When amendment shall become effective.

351.105. 1. Upon the filing of the certificate of amendment and the issuance of the certificate by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly; provided, however, that any certificate of amendment filed by a corporation hereunder may provide that it is not to become effective until a specified date subsequent to its filing date, but such date shall not be more than ninety days after its filing date and the certificate issued by the secretary of state shall indicate such deferred effective date.

2. No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending suit in which such corporation shall be a party, or the existing rights of persons other than shareholders; and, in the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall be abated for that reason.

(L. 1943 p. 410 § 59, A.L. 1983 S.B. 367)

Restatement of articles of incorporation.

351.106. A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the following manner:

(1) The board of directors of the corporation may at any time adopt a resolution setting forth restated articles of incorporation correctly setting forth without change the corresponding provisions of the articles of incorporation as theretofore amended and, upon the approval of a majority of the directors, adopting the same on behalf of the corporation;

(2) Proposed restated articles of incorporation need not be adopted by the directors and may be submitted directly to any annual or special meeting of the shareholders. Written or printed notice stating that the purpose, or one of the purposes, of the meeting is to consider the restatement of the articles of incorporation shall be given to each shareholder of record entitled to vote at the meeting within the time and in the manner and upon the conditions provided in this chapter for the giving of notice of meetings of shareholders. The proposed restated articles of incorporation need not be included in the notice of the meeting;

(3) If the restatement of the articles is proposed to be adopted by the shareholders, such restated articles shall be adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to vote, but dissenting shareholders shall not have the rights provided for in this chapter;

(4) Upon such approval, restated articles of incorporation shall be executed by an officer of the corporation, and shall contain a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore amended, and that the restated articles of incorporation supersede the original articles of incorporation and all amendments thereto;

(5) The original copy of the restated articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the restated articles of incorporation conform to this chapter he or she shall, when the required taxes or fees have been paid, file the same, and the original shall be retained by the secretary of state as a permanent record;

(6) The secretary of state shall then issue a restated certificate of incorporation under the seal of the state that the articles of incorporation of the corporation as amended have been duly restated; the certificate shall set forth the name of the corporation. The secretary of state shall attach the certificate to the other copy of the restated articles of incorporation so filed with him and shall deliver them to the corporation or its representative;

(7) Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments;

(8) A restated articles of incorporation may omit:

(a) Such provisions of the original articles of incorporation which named the incorporator or incorporators, and the names and addresses of the initial board of directors; and

(b) Such provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination, or cancellation has become effective.

Any such omission shall not be deemed a further amendment.

(L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664, A.L. 2009 S.B. 224)

Restated articles of incorporation may be amended at time ofrestatement.

351.107. The articles of incorporation may be amended at the time of restatement of the articles of incorporation, in the following manner:

(1) The procedure required by this chapter for effecting an amendment to the articles of incorporation may be carried out concurrently with the procedure for restatement so that the proposed amendment and the restated articles may be presented to the same meetings of directors and shareholders;

(2) Such amendment and restatement, upon adoption by that percentage vote of shareholders required for that particular amendment, and on being set forth in a single certificate of amendment and restatement, in the manner required by this chapter, may then be filed in the office of the secretary of state and shall not become effective unless and until such amendment has become effective in the manner provided in this chapter.

(L. 1965 p. 532, A.L. 2004 H.B. 1664, A.L. 2005 H.B. 678)

Name of corporation regulated.

351.110. The corporate name:

(1) Shall contain the word "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words;

(2) Shall not contain any word or phrase which indicates or implies that it is any governmental agency or organized for any purpose other than a purpose for which corporations may be organized under this chapter;

(3) Shall be distinguishable from the name of any domestic corporation existing under any law of this state or any foreign corporation authorized to transact business in this state, or any limited partnership, limited liability partnership, limited liability limited partnership, or limited liability company existing or transacting business in this state under chapter 347, chapter 358, or chapter 359, or a name the exclusive right to which is, at the time, reserved in the manner provided in this chapter, chapter 347, chapter 358, or chapter 359, or any other business entity organized, reserved, or registered under the law of this state. If the name is the same, a word shall be added to make such name distinguishable from the name of such other corporation, limited liability company, limited liability partnership, or limited liability limited partnership, or limited partnership.

(L. 1943 p. 410 § 7, A.L. 1965 p. 532, A.L. 1985 H.B. 512 & 650, A.L. 1993 S.B. 66 & 20, A.L. 2004 H.B. 1664)

Reservation of right to exclusive use of corporate name, timeperiod.

351.115. 1. The exclusive right to the use of a corporate name may be reserved by:

(1) Any person intending to organize a corporation under this chapter;

(2) Any domestic corporation intending to change its name;

(3) Any foreign corporation intending to make application for a certificate of authority to transact business in this state;

(4) Any foreign corporation authorized to transact business in this state and intending to change its name;

(5) Any person intending to organize a foreign corporation and intending to have such corporation make application for a certificate of authority to transact business in this state.

2. Such reservation shall be made by filing in the office of the secretary of state an application to reserve a specified corporate name, executed by the applicant. If the secretary of state finds that such name is available for corporate use, he shall reserve the same for the exclusive use of such applicant for a period of sixty days. A name reservation shall not exceed a period of one hundred eighty days from the date of the first name reservation application. Upon the one hundred eighty-first day the name shall cease reserve status and shall not be placed back in such status.

3. The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person by filing in the office of the secretary of state a notice of such transfer, executed by the person for whom such name was reserved, and specifying the name and address of the transferee.

(L. 1943 p. 410 § 8, A.L. 1978 S.B. 755, A.L. 2004 H.B. 1664)

Corporate registration report required, when--change in registeredoffice or agent to be filed with report--waiver, when.

351.120. 1. Every corporation organized pursuant to the laws of this state, including corporations organized pursuant to or subject to this chapter, and every foreign corporation licensed to do business in this state, whether such license shall have been issued pursuant to this chapter or not, other than corporations exempted from taxation by the laws of this state, shall file a corporate registration report.

2. The corporate registration report shall state the corporate name, the name of its registered agent and such agent's Missouri physical address, giving street and number, or building and number, or both, as the case may require, the name and correct business or residence address of its officers and directors, and the mailing address of the corporation's principal place of business or corporate headquarters.

3. The corporate registration report shall be filed annually, except as provided in section 351.122, and shall be due the month that the corporation incorporated or qualified, unless changed by the corporation under subsection 8 of this section. Corporations existing prior to July 1, 2003, shall file the corporate registration report on the month indicated on the corporation's last corporate registration report. Corporations formed on or after July 1, 2003, shall file a corporate registration report within thirty days of the date of incorporation or qualification and every year thereafter, except as provided in section 351.122, in the month that they were incorporated or qualified, unless such month is changed by the corporation under subsection 8 of this section.

4. The corporate registration report shall be signed by an officer or authorized person.

5. In the event of any error in the names and addresses of the officers and directors set forth in a corporate registration report, the corporation may correct such information by filing a certificate of correction pursuant to section 351.049.

6. A corporation may change the corporation's registered office or registered agent with the filing of the corporation's corporate registration report. To change the corporation's registered agent with the filing of the corporate registration report, the corporation must include the new registered agent's written consent to the appointment as registered agent and a written consent stating that such change in registered agents was authorized by resolution duly adopted by the board of directors. The written consent must be signed by the new registered agent and must include such agent's address. If the corporate registration report is not completed correctly, the secretary of state may reject the filing of such report.

7. A corporation's corporate registration report must be filed in a format as prescribed by the secretary of state.

8. A corporation may change the month of its corporate registration report in the corporation's initial corporate registration report or a subsequent report. To change its filing month, a corporation shall designate the desired month in its corporate registration report and include with that report an additional fee of twenty dollars. After a corporation registration report designating a new filing month is filed by the secretary of state, the corporation's next corporate registration report shall be filed in the newly designated month in the next year in which a report is due under subsection 3 of this section or under section 351.122. This subsection shall become effective January 1, 2010.

9. The requirement to file a corporate registration report pursuant to this section shall be waived for authorized farm corporations and family farm corporations as defined by subdivision (2) of section 350.010 and subdivision (5) of section 350.010, respectively, when the information required by subsection 2 of this section has not changed since the filing of the corporation's original articles of incorporation or most recent corporate registration report, whichever is applicable.

(RSMo 1939 § 5085, A.L. 1943 p. 410 § 114, A. 1949 H.B. 2079, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 1986 H.B. 1436, A.L. 1989 H.B. 246, A.L. 1996 S.B. 835, A.L. 1999 H.B. 516, A.L. 2001 S.B. 288, A.L. 2002 S.B. 895, A.L. 2003 H.B. 600, A.L. 2009 H.B. 481, A.L. 2016 S.B. 664)

Prior revisions: 1929 § 4613; 1919 § 9807

Option of biennial filing of corporate registration reports.

351.122. 1. Notwithstanding the provisions of section 351.120 to the contrary, beginning January 1, 2010, the secretary of state may provide corporations the option of biennially filing corporate registration reports. Any corporation incorporated or qualified in an even-numbered year may file a biennial corporate registration report only in an even-numbered calendar year, and any corporation incorporated or qualified in an odd-numbered year may file a biennial corporate registration report only in an odd-numbered calendar year, subject to the following requirements:

(1) The fee paid at the time of biennial registration shall be eighty dollars if the report is filed in a written format. The fee shall be thirty dollars if the report is filed via an electronic format prescribed by the secretary of state;

(2) A corporation's biennial corporate registration report shall be filed in a format as prescribed by the secretary of state;

(3) The secretary of state may collect an additional fee of ten dollars for each biennial corporate registration report filed under this section. Such fee shall be deposited into the state treasury and credited to the secretary of state's technology trust fund account.

2. Once a corporation chooses the option of biennial registration, such registration shall be maintained for the full twenty-four-month period. Once the twenty-four-month period has expired and another corporate registration report is due, a corporation may choose to file an annual registration report under section 351.120. However, upon making such choice the corporation may later only choose to file a biennial corporate registration report in a year appropriate under subsection 1 of this section, based on the year in which the corporation was incorporated.

3. The secretary of state may promulgate rules for the effective administration of this section. Any rule or portion of a rule, as that term is defined in section 536.010, that is created under the authority delegated in this section shall become effective only if it complies with and is subject to all of the provisions of chapter 536 and, if applicable, section 536.028. This section and chapter 536 are nonseverable and if any of the powers vested with the general assembly pursuant to chapter 536 to review, to delay the effective date, or to disapprove and annul a rule are subsequently held unconstitutional, then the grant of rulemaking authority and any rule proposed or adopted after August 28, 2009, shall be invalid and void.

(L. 2009 H.B. 481)

Fees.

351.125. Every corporation required to register under the provisions of this chapter shall pay to the state a fee of forty dollars for its corporate registration if the report is filed in a written format. The fee is fifteen dollars for each corporate registration report filed via an electronic format prescribed by the secretary of state. Biennial corporate registration reports filed under section 351.122 shall require the fee prescribed in that section. If a corporation fails to file a corporation registration report when due, it shall be assessed, in addition to its regular registration fee, a late fee of fifteen dollars for each thirty-day period within which the registration report is filed whether in writing or in an electronic format. If the registration report is not filed within ninety days, the secretary of state may proceed with administrative dissolution of such corporation under sections 351.484 and 351.486.

(RSMo 1939 § 5089, A.L. 1943 p. 410 § 116, A.L. 1975 S.B. 14, A.L. 1986 H.B. 1436, A.L. 1987 H.B. 349, A.L. 2004 H.B. 1664, A.L. 2009 H.B. 481)

Prior revisions: 1929 § 4617; 1919 § 9811

Additional fee--expiration date.

351.127. The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter, provided that the secretary of state may collect an additional fee of ten dollars on each corporate registration report fee filed under section 351.122. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary of state's technology trust fund account. The provisions of this section shall expire on December 31, 2017.

(L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288, A.L. 2008 S.B. 1150, A.L. 2009 H.B. 481)

Expires 12-31-17

Registration, form--subject to false declaration penalties--noticeon form required.

351.140. Each registration required by section 351.120 shall be on a form prescribed by the secretary of state and shall be executed subject to the penalties of section 575.040 by an officer of the corporation or authorized person. Whenever any corporation is in the hands of an assignee or receiver, it shall be the duty of such assignee or receiver, or one of them, if there be more than one, to register such corporation and otherwise comply with the requirements of this chapter. The forms shall bear a notice stating that false statements made therein are punishable under section 575.060.

(RSMo 1939 § 5092, A.L. 1943 p. 410 § 119, A.L. 1975 S.B. 14, A.L. 1990 H.B. 1361, A.L. 2002 S.B. 895, A.L. 2003 H.B. 600)

Prior revisions: 1929 § 4620; 1919 § 9814

Effective 7-01-03

Notice provided for corporate registration report.

351.145. It shall be the duty of the secretary of state to send notice that the corporate registration report is due to each corporation in this state required to register. The notice shall be directed to its registered office as disclosed originally by its articles of incorporation or by its application for a certificate of authority to transact business in this state and thereafter as disclosed by its immediately preceding corporate registration report, as provided by law. The secretary of state may provide a form of the corporate registration report for filing in a format and medium prescribed by the secretary of state.

(RSMo 1939 § 5096, A.L. 1943 p. 410 § 122, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1986 H.B. 1436, A.L. 2002 S.B. 895, A.L. 2009 H.B. 481)

Prior revisions: 1929 § 4624; 1919 § 9818

Failure to comply not excused for lack of notice.

351.150. No corporation shall be excused for its failure to comply with the provisions of this chapter by reason of failure to receive the notice in section 351.145 required to be given by the secretary of state.

(RSMo 1939 § 5097, A.L. 1943 p. 410 § 123, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 4625; 1919 § 9819

Duplicate forms, when furnished.

351.155. It shall be the duty of the secretary of state to furnish forms of corporate registration reports to any corporation upon request to any representative of the corporation, but no such form of the corporate registration report shall be furnished unless the name of the corporation for which it is desired shall accompany the request.

(RSMo 1939 § 5098, A.L. 1943 p. 410 § 124, A.L. 2002 S.B. 895, A.L. 2009 H.B. 481)

Prior revisions: 1929 § 4626; 1919 § 9820

Evidentiary effect of copy of filed document.

351.156. A certificate attached to a copy of a document filed by the secretary of state, bearing his signature, which may be in facsimile, and the seal of this state, is prima facie evidence that the original document is on file with the secretary of state.

(L. 1990 H.B. 1432)

Shares or bonds shall be for money paid, labor or property actuallyreceived--bonded indebtedness, how incurred.

351.160. 1. No corporation shall issue shares, or bonds or other obligations for the payment of money, except for money paid, labor done or property actually received; and all fictitious issues or increases of shares or indebtedness shall be void; provided, that no such issue or increase made for valid bona fide antecedent debts shall be deemed fictitious or void.

2. Bonded indebtedness of a corporation shall be incurred or increased only upon prior approval by the board of directors. Unless the articles of incorporation otherwise provide, no vote or consent of shareholders shall be necessary to authorize or approve the incurrence of or an increase in bonded indebtedness.

(L. 1943 p. 410 § 17, A.L. 1945 p. 696, A.L. 1961 p. 248)

Note or obligation not to be considered payment for originalissue shares--corporation shall not lend money to shareholder forpurchase of shares--liability.

351.165. No note or obligation given by any shareholder, whether secured by deed of trust, mortgage or otherwise, shall be considered as payment of any part of any original issue share or shares, and no loan of money for the purpose of such payment shall be made by the corporation to any shareholder therein; and if such loan shall be made to a shareholder, the officers making it, or who shall assent thereto, shall be jointly and severally liable to the corporation for the repayment of such loan and interest.

(RSMo 1939 § 5349, A.L. 1943 p. 410 § 18, A.L. 1979 S.B. 216, A.L. 1998 S.B. 680)

Prior revisions: 1929 § 4944; 1919 § 10155; 1909 § 3350

Expenses of organization or reorganization, how paid.

351.170. The reasonable charges and expenses of organization or reorganization of a corporation and reasonable compensation for the sale or underwriting of its shares, may be paid or allowed by such corporation out of consideration received by it in payment for its shares without thereby rendering such shares not full-paid and nonassessable.

(L. 1943 p. 410 § 21)

Subscriptions for shares--payment--failure to pay--notice forpayment or forfeiture.

351.175. 1. The board of directors shall have the power to accept or reject subscriptions for shares whether made before or after the organization of the corporation.

2. Unless otherwise provided in the subscription agreement, subscriptions for shares whether made before or after the organization of a corporation shall be paid in full at such time or in such installments and at such times as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series as the case may be. In case of default in payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. The bylaws may provide penalties for failure to pay installments or calls that may become due, but no penalty working a forfeiture of his right to receive the shares or of the amounts paid thereon shall be declared by the board of directors against any shareholder until they shall have caused a notice in writing to be served on the shareholder personally, or by depositing the same in the United States mail addressed to the shareholder at his address as it appears on the records of the corporation with postage thereon prepaid, stating that he is required to make such payment at the time and place specified in said notice, and setting forth the nature and extent of the forfeiture which may result if he fails to make such payment, which notice must be served as aforesaid at least sixty days previous to the day on which such payment is required to be made to avoid such forfeiture.

(L. 1943 p. 410 § 14, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216)

Power to issue shares--preferences--procedure--redemption of stockby corporation, requirements--amended certificate of designation forclasses or series adversely affecting holders, majority vote ofholders required.

351.180. 1. Every corporation may issue one or more classes of stock or one or more series of stock within any class thereof, any or all of which classes may be of stock with par value or stock without par value and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the articles of incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its articles of incorporation. Any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such class or series of stock may be made dependent upon facts ascertainable outside the articles of incorporation or of any amendment thereto, or outside the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by its articles of incorporation, provided that the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of stock is clearly and expressly set forth in the articles of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors. The power to increase or decrease or otherwise adjust the capital stock as provided in this chapter shall apply to all or any such classes of stock.

2. (1) Subject to the provisions of section 351.200, the stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of such stock or upon the happening of a specified event; provided, that at the time of such redemption the corporation shall have outstanding shares of at least one class or series of stock with full voting powers which shall not be subject to redemption. Notwithstanding the limitation stated in the foregoing provision:

(a) Any stock of a regulated investment company registered under the Investment Company Act of 1940, as amended, may be made subject to redemption by the corporation at its option or at the option of the holders of such stock;

(b) Any stock of a corporation which holds, directly or indirectly, a license, franchise, or contract from a governmental agency to conduct its business or is a member of a national securities exchange, which license, franchise, contract, or membership is conditioned upon some or all of the holders of its stock possessing the prescribed qualifications, may be made subject to redemption by the corporation to the extent necessary to prevent the loss of such license, franchise or membership or to reinstate it.

(2) Any stock which may be redeemable under this section may be redeemed for cash, property or rights, including securities of the same or another corporation, at such time or times, price or prices, or rate or rates, and with such adjustments, as shall be stated in the articles of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided.

3. The holders of preferred or special stock of any class or of any series thereof shall be entitled to receive dividends at such rates, on such conditions and at such times as shall be stated in the articles of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided, payable in preference to, or in such relation to, the dividends payable on any other class or classes or of any other series of stock, and cumulative or noncumulative as shall be so stated and expressed. When dividends upon the preferred and special stocks, if any, to the extent of the preference to which such stocks are entitled, have been paid or declared and set apart for payment, a dividend on the remaining class or classes or series of stock may then be paid out of the remaining assets of the corporation available for dividends as is provided elsewhere in this chapter.

4. The holders of the preferred or special stock of any class or of any series thereof are entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation as is stated in the articles of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided.

5. Any stock of any class or of any series thereof may be made convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rate or rates of exchange and with such adjustments as is stated in the articles of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided.

6. If any corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation issues to represent such class or series of stock in the case of shares represented by a certificate; but, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation issues to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. The corporation shall also furnish such information upon request to holders of uncertificated shares.

7. When any corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, have not been set forth in the articles of incorporation or in any amendment thereto, but are provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation or any amendment thereto, a certificate of designations setting forth a copy of such resolution or resolutions and the number of shares of stock of such class or series as to which the resolution or resolutions apply shall be executed by the president or any vice president and filed by the corporation with the secretary of state. Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such class or series to which such resolution or resolutions apply may be increased, but not above the number of shares of the class authorized by the articles of incorporation with respect to which the powers, designations, preferences and rights have not been set forth, or decreased, but not below the number of shares thereof then outstanding, by a certificate likewise executed and filed setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the board of directors. In case the number of such shares shall be decreased, the number of shares so specified in the certificate shall resume their status which they had prior to the adoption of the resolution or resolutions creating such shares. When no shares of any such class or series are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, a certificate setting forth a resolution or resolutions adopted by the board of directors that none of the authorized shares of such class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to such class or series, may be executed by the president or any vice president and filed by the corporation with the secretary of state and, when such certificate becomes effective, it shall have the effect of eliminating from the articles of incorporation all reference to such class or series of stock. When shares of stock of any class or of any series of any class of which the powers, designations, preferences, and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, have not been set forth in the articles of incorporation or in any amendment thereto, but are provided in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation or any amendment thereto, the board of directors may, by resolution or resolutions adopted by the board of directors, amend the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, of any such class or series by filing an amended certificate of designations setting forth a copy of such resolution or resolutions, which shall include the terms and conditions of such amendment, executed by the president or any vice president and filed by the corporation with the secretary of state. Provided, however, that if any shares of any such class or series shall be issued and outstanding at the time of such filing, such amendment, if it adversely affects the holders thereof, shall not become effective unless as to any such class or series, a majority of the holders thereof, or such greater vote as the articles of incorporation or any amendment thereto require, adopts such amendment, and the certificate of designations shall state that such approval has been obtained. When any certificate is filed under this subsection, it shall have the effect of amending the articles of incorporation and shall become effective as provided in subsection 1 of section 351.105.

(RSMo 1939 §§ 5359, 5543, A.L. 1943 p. 410 § 12, A.L. 1975 S.B. 14, A.L. 1986 S.B. 565, A.L. 1995 H.B. 558, A.L. 1997 S.B. 197, A.L. 1998 S.B. 680, A.L. 2004 H.B. 1664, A.L. 2005 H.B. 678)

Prior revision: 1929 § 5100

Stock warrants, options--terms--consideration.

351.182. 1. Subject to any provisions in the articles of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to purchase from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as are approved by the board of directors, including resolutions of such board. If at the time the corporation issues rights or options, there is insufficient authorized and unissued shares to provide the shares needed if and when the rights or options are exercised, the granting of the rights or options shall not be invalid solely by reason of the lack of sufficient authorized but unissued shares.

2. The terms upon which any such shares may be purchased from the corporation upon the exercise of any such right or option shall be as stated in the articles of incorporation, or in a resolution adopted by the board of directors providing for the creation and issue of such rights or options, and, in every case, shall be set forth or incorporated by reference in any instrument or instruments evidencing such rights or options. Such terms may include, but not be limited to:

(1) The duration of such rights or options, which may be limited or unlimited;

(2) The price or prices at which any such shares may be purchased from the corporation upon the exercise of any such right or option;

(3) The holders by whom such rights or options may be exercised;

(4) The conditions to or which may preclude or limit the exercise, transfer or receipt of such rights or options, or which may invalidate or void such rights or options, including without limitation conditions based upon a specified number or percentage of outstanding shares, rights, options, convertible securities, or obligations of the corporation as to which any person or persons or their transferees own or offer to acquire; and

(5) The conditions upon which such rights or options may be redeemed.

Such terms may be made dependent upon facts ascertainable outside the documents evidencing the rights, or the resolution providing for the issue of the rights or options adopted by the board of directors, if the manner in which the facts shall operate upon the exercise of the rights or options is clearly and expressly set forth in the document evidencing the rights or options, or in the resolution. In the absence of actual fraud in the transaction, the judgment of the directors as to the consideration for the issuance of such rights or options and the sufficiency thereof and the terms of such rights or options shall be conclusive. In case the shares of stock of the corporation to be issued upon the exercise of such rights or options shall be shares having a par value, the price or prices so to be received therefor shall not be less than the par value thereof. In case the shares of stock so to be issued shall be shares of stock without par value, the consideration therefor shall be determined in the manner provided in section 351.185. Nothing contained in subsection 1 of section 351.180 shall be deemed to limit the authority of the board of directors to determine, in its sole discretion, the terms of the rights or options issuable pursuant to this section.

3. The board of directors may, by a resolution adopted by the board, authorize one or more officers of the corporation to do one or both of the following:

(1) Designate officers and employees of the corporation or of any of its subsidiaries to be recipients of such rights or options created by the corporation;

(2) Determine the number of such rights or options to be received by such officers and employees;

provided, however, that the resolution so authorizing such officer or officers shall specify the total number of rights or options such officer or officers may so award. The board of directors may not authorize an officer to designate himself or herself as a recipient of any such rights or options.

(L. 1986 S.B. 565, A.L. 1999 S.B. 278, A.L. 2003 S.B. 394, A.L. 2005 H.B. 678)

Consideration for shares--exchange or conversion of shares.

351.185. 1. Shares having a par value shall be issued for such consideration not less than the par value thereof as shall be fixed from time to time by the board of directors. Shares without par value may be issued for such consideration as may be fixed from time to time by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration. Shares of a corporation issued and thereafter acquired by it may be disposed of by the corporation for such consideration as may be fixed from time to time by the directors. That part of the surplus of a corporation which is transferred to stated capital upon the issuance of a share dividend shall be deemed to be the consideration for the issuance of such shares.

2. In the event of the conversion or exchange of any issued shares, with or without par value, into or for other shares of the corporation, whether of the same or of a different class or classes and whether with or without par value, the consideration for the shares so issued in such conversion or exchange is deemed to be:

(1) The consideration originally received for the shares so converted or exchanged, and

(2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so converted or exchanged, and

(3) Any additional consideration paid to the corporation upon the issuance of shares for the shares so exchanged or converted.

All shares reacquired by a corporation as the result of their conversion into or exchange for other shares of the corporation shall be deemed to be retired and shall automatically become authorized and unissued shares of the class to which they belong, unless the reissue thereof is prohibited by the articles of incorporation, in which case the authorized shares of such class shall be reduced to the extent of the shares so retired. The amount of stated capital theretofore represented by the reacquired shares shall automatically be transferred to the other shares into or for which they were converted or exchanged, to the extent of the aggregate stated capital represented by the other shares. If upon any conversion or exchange the amount of stated capital theretofore represented by the reacquired shares exceeds the total aggregate stated capital represented by the other shares, the corporation may at any time reduce its stated capital by an amount equal to any part or all of the excess by following the procedures for reduction of stated capital set forth elsewhere in this chapter.

3. When payment of the consideration for which shares are to be issued shall have been received by the corporation, the shares are full-paid and nonassessable. In the absence of actual fraud in the transaction, the judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive.

(L. 1943 p. 410 § 19, A.L. 1961 p. 248, A.L. 1977 S.B. 115)

A corporation may determine that only a part of the consideration forwhich shares may be issued shall be stated capital, when.

351.190. 1. A corporation may determine that only a part of the consideration for which its shares may be issued, from time to time, shall be stated capital; provided, that in the event of any such determination:

(1) If the shares issued shall consist wholly of shares having a par value, then the stated capital represented by such shares shall be the aggregate par value of the shares so issued;

(2) If the shares issued shall consist wholly of shares without par value, all of which have a preferential right in the assets of the corporation in the event of its involuntary liquidation, then the stated capital represented by such shares shall not be less than the aggregate preferential amount payable upon such shares in the event of involuntary liquidation;

(3) If the shares issued consist wholly of shares without par value, and none of such shares has a preferential right in the assets of the corporation in the event of its involuntary liquidation, then the stated capital represented by such shares shall be the total consideration received therefor less such part thereof as may be allocated to paid-in surplus;

(4) If the shares issued shall consist of several or all of the classes of shares enumerated in subdivisions (1), (2) and (3) of this subsection, then the stated capital represented by such shares shall not be less than the aggregate par value of any shares so issued having a par value and the aggregate preferential amount payable upon any shares so issued without par value having a preferential right in the event of involuntary liquidation.

2. In order to determine that only a part of the consideration for which shares without par value may be issued from time to time shall be stated capital, the board of directors shall adopt a resolution setting forth the part of such consideration allocated to stated capital and the part otherwise allocated, and expressing such allocation in dollars. If the board of directors shall not have determined at the time of the issuance of any shares issued for cash, or within sixty days after the issuance of any shares issued for labor or services actually performed for the corporation or issued for property other than cash, that only a part of the consideration for shares so issued shall be stated capital, then the stated capital of the corporation represented by such shares shall be an amount equal to the aggregate par value of all such shares having a par value, plus the consideration received from all such shares without par value.

3. The stated capital of the corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the surplus of the corporation be transferred to stated capital. The board of directors may direct that the amount of the surplus so transferred shall be deemed to be stated capital in respect of any designated class of shares.

(L. 1943 p. 410 § 20)

Reduction of stated capital, how made.

351.195. 1. The reduction of the stated capital of a corporation, whether by retirement of reacquired shares or otherwise, may be made in the following manner, but nothing contained in this section shall be construed to forbid the retirement of shares or the reduction of stated capital in any other manner permitted by this chapter:

(1) The board of directors may adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected, and directing that the question of the reduction be submitted to a vote at a meeting of the shareholders, which may be either an annual or a special meeting, except that such proposed reduction need not be adopted by the board of directors and may be directly submitted to any annual or special meeting of shareholders;

(2) Written or printed notice, stating that the purpose or one of the purposes of such meeting is to consider the question of reducing the stated capital of the corporation, shall be given to each shareholder of record entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the meeting be an annual meeting, the purpose may be included in the notice of the annual meeting;

(3) At the meeting a vote of the shareholders entitled to vote thereat shall be taken on the question of the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at the meeting.

2. No reduction of stated capital shall be made which would reduce the stated capital represented by shares without par value having a preferential right in the assets of the corporation in the event of involuntary liquidation to an amount less than the aggregate preferential amount provided from time to time to be payable upon such shares in the event of such involuntary liquidation.

3. The surplus, if any, created by or arising out of a reduction of the stated capital of a corporation is paid-in surplus.

4. No distribution of assets to shareholders in connection with a reduction of stated capital shall be made out of stated capital unless the assets of the corporation remaining after the reduction of stated capital shall be sufficient to pay any debts of the corporation, the payment of which shall not have been otherwise provided for.

5. All shares retired under this or any other section shall become authorized and unissued shares of the class to which they belong, unless the reissue thereof is prohibited by the articles of incorporation, in which case the authorized shares of such class should be reduced to the extent of the shares so retired.

(L. 1943 p. 410 § 60, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664)

Redemption or purchase of own shares--retirement of shares.

351.200. 1. Any corporation which has issued shares of any class of stock may, subject to the provisions of its articles of incorporation, redeem all or any part of such shares if subject to redemption under the provisions of its articles of incorporation, or purchase all or any part of such shares, but in the case of shares subject to redemption at not exceeding the price or prices at which the shares may be redeemed, and may by resolution of its board of directors apply to the redemption or purchase an amount out of its stated capital not exceeding the amount of stated capital represented by the shares so redeemed or purchased whereupon the shares so redeemed or purchased out of stated capital are deemed to be retired; but no such redemption or purchase shall be made out of stated capital unless the assets of the corporation remaining after such redemption or purchase are sufficient to pay any debts of the corporation the payment of which has not been otherwise provided for.

2. Any corporation may also by resolution of its board of directors, subject to the provisions of its articles of incorporation, redeem or purchase all or any part of the shares of any class or series of stock out of surplus, and may at any time by resolution of its board of directors retire any shares so redeemed or purchased out of surplus or acquired by the corporation in any other manner not covered by subsection 1 or 3 of this section.

3. Whenever any corporation reacquires any of its shares of any class or series of stock upon the conversion or exchange of such shares into or for other shares of the corporation, the reacquired shares shall be deemed to be retired and the amount of stated capital theretofore represented by the reacquired shares shall automatically be transferred to such other shares to the extent of the aggregate stated capital represented by such other shares. Whenever upon the conversion or exchange of shares into or for other shares of the corporation the amount of stated capital represented by the reacquired shares exceeds the total aggregate stated capital represented by such other shares, the corporation may at any time thereafter by resolution of its board of directors reduce its stated capital by any amount not exceeding the amount of such excess.

4. Whenever any stated capital is applied to the redemption or purchase of shares of any class or series of stock pursuant to subsection 1 of this section, any shares are retired pursuant to subsection 2 of this section, or stated capital is reduced pursuant to subsection 3 of this section, the stated capital of the corporation shall be reduced by the amount represented by the shares redeemed or purchased of stated capital pursuant to subsection 1 of this section, or shall be reduced by the amount of the stated capital represented by the shares retired pursuant to subsection 2 of this section, or shall be reduced by the amount specified by the resolution of the board of directors adopted pursuant to subsection 3 of this section. All shares retired by operation of subsection 1, 2 or 3 of this section shall become authorized and unissued shares of the class to which they belong, unless the reissue thereof is prohibited by the articles of incorporation, in which case the authorized shares of such class shall be reduced to the extent of the shares so retired.

(RSMo 1939 § 5360, A.L. 1943 p. 410 § 13, A.L. 1945 p. 696, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2004 H.B. 1664)

Preferred shares issued before November 21, 1943, without redemptionprovisions, how redeemed.

351.205. 1. Any corporation which issued preferred shares prior to November 21, 1943, the issued certificates evidencing which shares contain no provision for redemption, and which corporation has no provision in its articles of incorporation providing for the redemption of such shares, may redeem all of such shares at the par or stated value thereof plus, in the case of cumulative preferred shares, an amount equal to all accrued and unpaid dividends thereon to the date of redemption; provided, that the corporation shall proceed in the following manner:

(1) The board of directors may adopt a resolution recommending the redemption and directing the submission of the resolution for approval or rejection by a vote of all the shareholders of the corporation, each share entitling the holder to one vote, whether by the terms of the articles of incorporation the shareholder is entitled to vote or not, and such vote may be at either an annual or a special meeting, except that the proposed redemption need not be adopted by the board of directors and may be directly submitted to any annual or special meeting of shareholders;

(2) Written or printed notice stating that the purpose, or one of the purposes, of the meeting is to consider and vote upon the adoption or rejection of a resolution providing for the redemption of the preferred shares shall be given to each shareholder of record within the time and in the manner provided by this chapter for the giving of notice of meetings of shareholders; if the meeting is an annual meeting, the purpose shall, nevertheless, be included in the notice of the annual meeting;

(3) At the meeting the shareholders may adopt the resolution for the redemption of all of such preferred shares, and may authorize the board of directors to fix the terms and conditions thereof. The authorization shall require the affirmative vote of the holders of at least three-fifths of the outstanding shares of the corporation. In the event that the redemption of the preferred shares is authorized by a vote of the shareholders of the corporation, any holder of a preferred share or of preferred shares who did not vote in favor thereof, and who, at or prior to the meeting at which the redemption was submitted to a vote of the shareholders, shall file with the corporation written objections thereto, may, within twenty days after the vote was taken, make written demand on the corporation for the payment to him of the fair value of his preferred shares as of the day prior to the date on which the vote was taken authorizing the redemption. The demand shall state the number of preferred shares owned by the dissenting shareholder. Any shareholder failing to make demand within the twenty-day period shall be conclusively presumed to have consented to the redemption of the preferred shares at their par or stated value plus, in the case of cumulative preferred shares, an amount equal to all accrued and unpaid dividends thereon to the date of redemption, and shall be bound by the terms of the resolution.

2. If, within thirty days after the date on which the vote was taken, the value of the preferred shares is agreed upon between the dissenting shareholder and the corporation, the corporation shall make payment of the agreed value within ninety days after the date on which the vote was taken authorizing the redemption, upon the surrender of the certificate or certificates representing the shares. Upon payment of the agreed value, the dissenting shareholder shall cease to have any interest in the shares.

3. If within the period of thirty days, the shareholder and the corporation do not so agree, then the dissenting shareholder may, within sixty days after the expiration of the thirty-day period, file a petition in any court of competent jurisdiction within the county in which the registered office of the corporation is situated, asking for a finding and determination of the fair value of the shares, and shall be entitled to judgment against the corporation for the amount of the fair value as of the day prior to the day upon which the vote was taken, together with interest thereon to the date of the judgment. The judgment shall be payable only upon and simultaneously with the surrender to the corporation of the certificate or certificates representing the shares. Upon the payment of the judgment, the dissenting shareholder shall cease to have any interest in the shares. Unless the dissenting shareholder shall file the petition within the time limited, the shareholder and all persons claiming under him shall be conclusively presumed to have approved and ratified the resolution for redemption voted for by the shareholders, as herein provided for, and shall be bound by the terms thereof.

(L. 1943 p. 410 § 13a, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

Paid-in surplus--its distribution and restrictions.

351.210. 1. Paid-in surplus, whether created by reduction of stated capital or otherwise, may be distributed in cash or in kind to the shareholders entitled thereto, subject to the following restrictions:

(1) No such distribution shall be made to any class of shareholders unless all cumulative dividends accrued on preferred or special classes of shares entitled to preferred dividends shall have been fully paid;

(2) No such distribution shall be made to any class of shareholders when the net assets are less than its stated capital or when such distribution would reduce the net assets below the stated capital.

2. The corporation may by resolution of its board of directors apply any part or all of its paid-in surplus to the reduction or elimination of any deficit arising from operating or other losses, or from diminution in value of its assets.

(L. 1943 p. 410 § 61, A.L. 1945 p. 696, A.L. 2013 H.B. 498)

Books and records, minutes of meeting--shareholder's right toexamine--acquiring person's demand deemed proper, when--penalty.

351.215. 1. Each corporation shall keep correct and complete books and records of account, including the amount of its assets and liabilities, minutes of the proceedings of its shareholders and board of directors, and the names and business or residence addresses of its officers; and it shall keep at its registered office or principal place of business in this state, or at the office of its transfer agent in this state, if any, books and records in which shall be recorded the number of shares subscribed, the names of the owners of the shares, the numbers owned by them respectively, the amount of shares paid, and by whom, and the transfer of such shares with the date of transfer. Each shareholder may at all proper times have access to the books of the company, to examine the same, and under such regulations as may be prescribed by the bylaws. Any written demand by an acquiring person to examine the books and records of account of each issuing public corporation for the purpose of communicating with the shareholders of an issuing public corporation in connection with a meeting of shareholders called pursuant to section 351.407 shall be deemed to have been made by a shareholder of the issuing public corporation for a reasonable and proper purpose.

2. If any officer of a corporation having charge of the books of the corporation shall, upon the demand of a shareholder, refuse or neglect to exhibit and submit them to examination, the officer shall, for each offense, forfeit the sum of two hundred and fifty dollars.

(L. 1943 p. 410 § 48, A.L. 1979 S.B. 216, A.L. 1984 S.B. 409, A.L. 1996 S.B. 835)

(2002) Section does not expressly or implicitly abrogate common law right of inspection. State ex rel. Brown v. III Investments, 80 S.W.3d 855 (Mo.App.W.D.).

Payment of dividends on shares of stock.

351.220. The board of directors of a corporation may declare and the corporation may pay dividends on its shares in cash, property, or its own shares, subject to the following limitations and provisions:

(1) No dividend shall be declared or paid at a time when the net assets of the corporation are less than its stated capital or when the payment thereof would reduce the net assets of the corporation below its stated capital;

(2) If a dividend is declared out of the paid-in surplus of the corporation, whether created by reduction of stated capital or otherwise, the limitations contained in section 351.210 shall apply;

(3) If a dividend is declared payable in its own shares having a par value, such shares shall be issued at the par value thereof and there shall be transferred to stated capital at the time such dividend is declared an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend;

(4) If a dividend is declared payable in its own shares, without par value, and such shares have a preferential right in the assets of the corporation in the event of its involuntary liquidation, such shares shall be issued at the liquidation value thereof, and there shall be transferred to stated capital at the time such dividend is declared, an amount of surplus equal to the aggregate preferential amount payable upon such shares in the event of involuntary liquidation;

(5) If a dividend is declared payable in its own shares without par value and none of such shares has a preferential right in the assets of the corporation in the event of its involuntary liquidation, such shares shall be issued at such value as shall be fixed by the board of directors by resolution at the time such dividend is declared, and there shall be transferred to stated capital, at the time such dividend is declared, an amount of surplus equal to the aggregate value so fixed in respect of such shares, and the amount per share transferred to stated capital shall be disclosed to the shareholders receiving such dividends concurrently with payment thereof;

(6) A split-up or division of issued shares into a greater number of shares of the same class shall not be construed to be a share dividend within the meaning of this section;

(7) No dividend shall be declared or paid contrary to any restrictions contained in the articles of incorporation.

(L. 1943 p. 410 § 43, A.L. 1945 p. 696, A.L. 2001 S.B. 288)

Effective 7-01-01

Shareholders' meetings prescribed by bylaws.

351.225. 1. (1) Meetings of shareholders may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provisions, all meetings shall be held at the registered office of the corporation in this state.

(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication:

(a) Participate in a meeting of shareholders; and

(b) Be deemed present in person and vote at a meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:

a. The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder;

b. The corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

c. If any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

2. An annual meeting of shareholders for the election of directors shall be held on a day which each corporation shall fix by its bylaws; and if no day be so provided, then on the second Monday in the month of January. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

3. Special meetings of the shareholders may be called by the board of directors or by such other person or persons as may be authorized by the articles of incorporation or the bylaws.

(L. 1943 p. 410 § 27, A.L. 1986 S.B. 565, A.L. 2009 S.B. 217)

Shareholders' meetings--notice of, how given, contents of.

351.230. 1. Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten or more than seventy days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. Written notice shall include, but not be limited to, notice by electronic transmission which means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

2. Any notice of a shareholders' meeting sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the shareholder at his address as it appears on the records of the corporation.

3. Attendance of a shareholder at any meeting shall constitute a waiver of notice of such meeting except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

(L. 1943 p. 410 § 28, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1991 H.B. 219, A.L. 1998 S.B. 680)

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

351.235. Every meeting, for whatever object, of the shareholders in any corporation shall be convened by its president, secretary or other officer or any of the persons calling the meeting by a notice given as herein provided. If the object of such meeting be to elect directors or to take a vote of the shareholders on any proposition, then, if the bylaws of the corporation require, but not otherwise, the president or other person presiding at such meeting shall appoint not less than two persons, who are not directors, inspectors to receive and canvass the votes given at such meeting and certify the result to him. In all cases where the right to vote any share or shares in any corporation shall be questioned, it shall be the duty of the inspectors, if any, or the persons conducting the vote to require the transfer books of such corporation as evidence of shares held in such corporation*, and all shares that may appear standing thereon in the name of any person or persons shall be voted upon by such person or persons, directly by themselves or by proxy.

(RSMo 1939 § 5001, A.L. 1943 p. 410 § 29, A.L. 1975 S.B. 14)

Prior revisions: 1929 § 4530; 1919 § 9726; 1909 § 2967

*Word "corporations" appears in original rolls.

Inspector's oath.

351.240. Any inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath before any officer authorized by law to administer oaths: "I do solemnly swear, that I will execute the duties of an inspector of the election now to be held with strict impartiality, and according to the best of my ability."

(RSMo 1939 § 5002, A.L. 1943 p. 410 § 30)

Prior revisions: 1929 § 4531; 1919 § 9727; 1909 § 2968

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

351.245. 1. Unless otherwise provided in the articles of incorporation, each outstanding share entitled to vote under the provisions of the articles of incorporation shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. If the articles of incorporation provide for more or less than one vote for any share on any matter, every reference in this chapter to a vote by a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

2. No person shall vote any shares which at that time belong to the corporation which issued such shares, or which at that time belong to an entity controlled by such corporation. For this purpose, the corporation controls any entity as to which such corporation either:

(1) Directly or indirectly owns a majority, measured by voting power, of the outstanding stock or other equity interests entitled to vote for the directors or managers of such entity; or

(2) In the case of a partnership or a member-managed limited liability company, directly or indirectly owns a majority of the equity interests and also is a member or a general partner. In addition, no such shares shall be counted as outstanding for quorum purposes. Nothing in this subsection shall be construed as denying or limiting the right of any corporation or entity to vote shares of stock held by it in a fiduciary capacity.

3. Unless the articles of incorporation or bylaws provide otherwise, each shareholder in electing directors shall have the right to cast as many votes in the aggregate as shall equal the number of votes held by the shareholder in the corporation, multiplied by the number of directors to be elected at the election, and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute them among two or more candidates.

4. A shareholder may vote either in person or by proxy. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Any proxy delivered for or in connection with the shareholder authorization of a control share acquisition pursuant to section 351.407 is valid only if it provides that it is revocable and if it is solicited, appointed, and received both (a) in accordance with all applicable legal requirements and (b) separate and apart from the sale or purchase, contract or tender for sale or purchase, or request or invitation for tender for sale or purchase, of shares of the issuing public corporation. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power of attorney; except that, as provided in this subsection proxies appointed for or in connection with the shareholder authorization of a control share acquisition pursuant to section 351.407 shall be revocable at all times prior to the obtaining of such shareholder authorization, whether or not coupled with an interest. The interest with which it is coupled need not be an interest in the shares themselves, but it may be such an interest or an interest in the corporation generally.

5. Without limiting the manner in which a shareholder may authorize a person to act for the shareholder as proxy pursuant to this section, the following shall constitute a valid means by which a shareholder may grant such authority:

(1) A shareholder or the shareholder's duly authorized attorney-in-fact may execute a writing authorizing another person to act for the shareholder as proxy. Execution may be accomplished by the shareholder or duly authorized attorney-in-fact signing such writing or causing the shareholder's signature to be affixed to such writing by any reasonable means, including, but not limited to, facsimile signature;

(2) A shareholder may authorize another person to act for the shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, facsimile or other means of electronic transmission, or by telephone, to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, facsimile or other means of electronic transmission, or telephonic transmission shall either set forth or be submitted with information from which it can be determined that the telegram, cablegram, facsimile or other electronic transmission, or telephonic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams, facsimiles or other electronic transmissions, or telephonic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making such determination shall specify the information upon which they relied. "Electronic transmission" shall mean any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.

(RSMo 1939 §§ 5004, 5007, A.L. 1943 p. 410 § 31, A.L. 1977 S.B. 115, A.L. 1984 S.B. 409, A.L. 1986 S.B. 565, A.L. 1989 S.B. 141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 1998 S.B. 680, A.L. 1999 S.B. 278, A.L. 2000 S.B. 896)

Prior revisions: 1929 §§ 4533, 4536; 1919 §§ 9729, 9732; 1909 §§ 2970, 2973

CROSS REFERENCE:

Cumulative voting authorized, alternative methods may be provided by law, exceptions, Const. Art. XI § 6

Shareholders may create voting trust.

351.246. Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for any period, without regard to the rule against perpetuities or similar rules.

(L. 1965 p. 532)

Transfer books closed, when.

351.250. The board of directors shall have power to close the transfer books of the corporation for a period not exceeding seventy days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books, unless prohibited by the bylaws, the board of directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at the meeting, and any adjournment or postponement of the meeting, or entitled to receive payment of the dividend, or entitled to the allotment of rights, or entitled to exercise the rights in respect of the change, conversion or exchange of shares. In such case only the shareholders who are shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, the meeting, and any adjournment or postponement of the meeting, or to receive payment of the dividend, or to receive the allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the date of closing of the transfer books or the record date fixed as mentioned in this section. If the board of directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment or postponement of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment or postponement of the meeting.

(RSMo 1939 § 5003, A.L. 1943 p. 410 § 32, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1989 S.B. 141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835)

Prior revisions: 1929 § 4532; 1919 § 9728; 1909 § 2969

Officer to make list of shareholders entitled to vote.

351.255. 1. The officer having charge of the transfer book for shares of a corporation shall make, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this state, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

2. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

3. An officer having charge of the transfer books who shall fail to prepare the list of shareholders, or keep the same on file for a period of ten days, or produce and keep the same open for inspection at the meeting, as provided in this section, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage.

(L. 1943 p. 410 § 35)

Voting of shares standing in name of another corporation, domestic orforeign--deceased person's shares--receivers--pledges.

351.260. 1. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

2. Shares standing in the name of a deceased person may be voted by his personal representative, either in person or by proxy. Shares standing in the name of a conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no conservator or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.

3. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

4. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(RSMo 1939 §§ 5001, 5351, A.L. 1943 p. 410 § 33, A.L. 1983 S.B. 44 & 45)

Prior revisions: 1929 §§ 4530, 4946; 1919 §§ 9726, 10157; 1909 §§ 2967, 3352

Quorum of outstanding shares--representation by proxy--representationof false proxy, penalty.

351.265. 1. Unless otherwise provided in the articles of incorporation or bylaws, a majority of the outstanding shares entitled to vote at any meeting, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders; provided, that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than such quorum shall have the right successively to adjourn the meeting as provided in section 351.268. Shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter, shall be deemed to be represented at the meeting for quorum purposes. Shares as to which voting instructions are given as to at least one of the matters to be voted on shall also be deemed to be so represented. If the proxy states how shares will be voted in the absence of instructions by the shareholder, such shares shall be deemed to be represented at the meeting.

2. In all matters, every decision of a majority of shares entitled to vote on the subject matter and represented in person or by proxy at a meeting at which a quorum is present shall be valid as an act of the shareholders, unless a larger vote is required by this chapter, the bylaws, or the articles of incorporation, provided that in the case of cumulative voting in the election of directors pursuant to subsection 3 of section 351.245, directors shall be elected by a plurality of the votes of the shares entitled to vote on the election of the directors and represented in person or by proxy at a meeting at which a quorum is present. Unless otherwise provided in the articles of incorporation or bylaws, shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter shall be deemed to be represented at the meeting as to such matter. Shares represented by a proxy as to which voting instructions are not given as to one or more matters to be voted on shall not be deemed to be represented at the meeting for purposes of the vote as to such matter or matters. A proxy which states how shares will be voted in the absence of instructions by the shareholder as to any matter shall be deemed to give voting instructions as to such matter.

3. Any person who represents a falsified proxy pursuant to this section which the person knows is false in any material respect shall be guilty of an infraction.

(L. 1943 p. 410 § 34, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 180, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835)

Five percent of shares of telephone company constitutes quorum,when--powers of quorum--directors, election by districtsauthorized.

351.267. 1. Notwithstanding other provisions in this chapter, unless a provision in the articles of incorporation or bylaws requiring a larger percentage is hereafter confirmed or adopted, five percent of the outstanding voting shares, represented in person or by proxy, constitutes a quorum at a meeting of shareholders of a corporation organized pursuant to this chapter for the purpose of providing telephone services and whose articles of incorporation limit the ownership of voting shares to one share by any one person or shareholder. Such corporations may determine by articles of incorporation or bylaws to elect directors by districts to further the principle of geographical representation.

2. Unless a larger vote is required by the articles of incorporation or bylaws of the corporation, the action of a majority of a quorum is a valid corporate act, including by way of extension but not of limitation, amendment of articles of incorporation and the increase of bonded indebtedness; except that with respect to the sale, lease, exchange or other disposition (except by mortgage, deed of trust or pledge) of all, or substantially all of the property and assets, with or without goodwill, of the corporation, the vote required in the case of corporations generally shall control.

3. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice.

(L. 1957 p. 312 § 351.266, A.L. 1996 H.B. 1440)

Shareholder's meeting, adjournment due to lack ofquorum--postponement, adjournment defined.

351.268. 1. In addition to the provisions of sections 351.265 and 351.267 regarding the adjournment of shareholders meetings at which a quorum is not present, unless the bylaws provide to the contrary, a meeting may be otherwise successively adjourned to a specified date not longer than ninety days after such adjournment or to another place. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than ninety days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the date and place of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

2. A shareholder's meeting may be successively postponed by resolution of the board of directors, unless otherwise provided in the bylaws, to a specified date up to a date ninety days after such postponement or to another place, provided notice of the date and place of the postponed meeting, which may be by public notice, is given to each shareholder of record entitled to vote at the meeting.

3. For purposes of this chapter, "adjournment" means a delay in the date, which may also be combined with a change in the place, of a meeting after the meeting has been convened; "postponement" means a delay in the date, which may be combined with a change in the place, of the meeting before it has been convened, but after the time and place thereof have been set forth in a notice delivered or given to shareholders; and public notice shall be deemed to have been given if a public announcement is made by press release reported by a national news service or in a publicly available document filed with the United States Securities and Exchange Commission.

(L. 1996 S.B. 835, A.L. 2001 S.B. 288, A.L. 2003 S.B. 394)

Bylaws may require concurrence of greater portion of shares thanstatutes require.

351.270. Whenever with respect to any action to be taken by the shareholders of a corporation the articles of incorporation or provisions of the bylaws adopted by the shareholders require the vote or concurrence of the holders of a greater portion of the shares, or of any class or series thereof, than required by this chapter with respect to such action, the provisions of the articles of incorporation or such provisions of the bylaws adopted by the shareholders shall control.

(L. 1943 p. 410 § 168, A.L. 1975 S.B. 14)

Corporate action may be taken without meeting by written consents.

351.273. Any action required by this chapter to be taken at a meeting of the shareholders of a corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consents shall have the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and may be stated as such in any certificate or document filed under this chapter. The secretary shall file such consents with the minutes of the meetings of the shareholders.

(L. 1965 p. 532)

Limitation of shareholder's obligation to corporation or itscreditors.

351.275. 1. A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which said shares were issued or to be issued. Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration.

2. No person holding shares as executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall be personally liable as a shareholder, but the estate and funds in the hands of said executor, administrator, conservator, guardian, trustee, assignee, or receiver shall be so liable. No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.

(RSMo 1939 § 5350, A.L. 1943 p. 410 § 24)

Prior revisions: 1929 § 4945; 1919 § 10156; 1909 § 3351

When execution may be levied against shareholders.

351.280. If any execution shall have been issued against any corporation, and there cannot be found any property or effects whereon to levy the same, then such execution may be issued against any of the shareholders to the extent of the amount of the unpaid balance of such shares by him or her owned; provided, always, that no execution shall issue against any shareholder except upon an order of the court in which the action, suit or other proceedings shall have been brought or instituted, made upon motion in open court, after sufficient notice, in writing, to the person sought to be charged; and, upon such motion, such court may order execution to issue accordingly; and provided further, that no shareholder shall be individually liable in any amount over and above the amount of shares owned.

(RSMo 1939 § 5048, A.L. 1943 p. 410 § 15)

Prior revisions: 1929 § 4572; 1919 § 9764; 1909 § 3004

Secretary shall give names and addresses of shareholders to officersholding executions against corporation.

351.285. The secretary or other officer having charge of the books of any corporation, on demand of any officer holding an execution against the same, shall furnish the officer with the names, places of residence, so far as to him known, and the amount of liability of every person liable as aforesaid.

(RSMo 1939 § 5049, A.L. 1943 p. 410 § 16)

Prior revisions: 1929 § 4573; 1919 § 9765; 1909 § 3005

Bylaws, how adopted and amended.

351.290. 1. The power to make, alter, amend, or repeal the bylaws of the corporation shall be vested in the shareholders, unless and to the extent that such power may be vested in the board of directors by the articles of incorporation; provided, however, that the original bylaws of a corporation may be adopted by the directors. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

2. The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the shareholders or directors as may be provided in the articles of incorporation which shall, notwithstanding any different provision elsewhere in this chapter or in the articles of incorporation or bylaws, be operative during any emergency resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:

(1) A meeting of the board of directors may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;

(2) The director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and

(3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board of directors, be deemed directors for such meeting.

3. The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

4. The board of directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers so to do.

5. No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct.

6. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency and upon its termination the emergency bylaws shall cease to be operative.

7. Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during such an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.

8. To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.

(L. 1943 p. 410 § 26, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

Stock certificate, form, contents, authorized signatures.

351.295. 1. The shares of a corporation shall be represented by certificates, provided that the articles of incorporation or bylaws, or a resolution or resolutions of the board of directors of the corporation, may provide that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such provision of the articles of incorporation or bylaws or resolution of the board of directors shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding such a provision of the articles of incorporation or bylaws, or the adoption of such a resolution by the board of directors, every holder of stock represented by certificates shall be entitled to have a certificate. Except as otherwise provided in the articles of incorporation or bylaws, such certificate shall be signed by the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer of such corporation and sealed with the seal of the corporation. Any or all the signatures on the certificate may be a facsimile and the seal may be facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may nevertheless be issued by the corporation with the same effect as if the person were an officer, transfer agent or registrar at the date of issue. Every holder of uncertificated shares is entitled to receive a statement of holdings as evidence of share ownership.

2. Every certificate for shares without par value shall have plainly stated upon its face the number of shares which it represents, and no certificate shall express any par value for such shares or a rate of dividend to which such shares shall be entitled in terms of percentage of any par or other value.

(RSMo 1939 §§ 5025, 5549, A.L. 1943 p. 410 § 22, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1987 H.B. 349, A.L. 2005 H.B. 678, A.L. 2006 H.B. 1715)

Prior revision: 1929 § 5106

Fractional shares, how issued.

351.300. A corporation may issue fractions of a share and it may issue a certificate for a fractional share, or, by action of its board of directors, may in lieu thereof pay cash equal to the value of such fractional share, or issue scrip or other evidence of ownership which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or other evidence of ownership aggregating a full share. A certificate for a fractional share shall (but scrip or other evidence of ownership shall not, unless otherwise provided by resolution of the board of directors) entitle the holder to all of the rights of a shareholder, including without limitation the right to exercise any voting right, or to receive dividends thereon or to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause such scrip or evidence of ownership (other than a certificate for a fractional share) to be issued subject to the condition that it shall become void if not exchanged for share certificates before a specified date, or subject to the condition that the shares for which such scrip or evidence of ownership is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip or evidence of ownership, or subject to any other conditions which the board of directors may deem advisable.

(L. 1943 p. 410 § 23, A.L. 1975 S.B. 14, A.L. 2000 S.B. 896)

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

351.305. The preemptive right of a shareholder to acquire additional shares of a corporation may be limited or denied to the extent provided in the articles of incorporation.

(L. 1943 p. 410 § 25)

Board of directors, powers, qualifications, compensation.

351.310. The property and business of a corporation shall be controlled and managed by a board of directors. Qualifications of directors may be prescribed in the articles of incorporation, or in the bylaws. The compensation of the directors may be set by the board of directors unless otherwise provided in the articles of incorporation or the bylaws.

(RSMo 1939 § 5346, A.L. 1943 p. 410 § 36, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347

CROSS REFERENCE:

Representative actions by shareholders to enforce corporation's rights, RSMo 507.070

Number of directors, how elected, how removed.

351.315. 1. A board of directors shall consist of one or more individuals with the number specified or fixed in accordance with the articles of incorporation or bylaws. Any corporation may elect its directors for one or more years, not to exceed three years, the time of service and mode of classification to be provided for by the articles of incorporation or the bylaws of the corporation; but, there shall be an annual election for such number or proportion of directors as may be found upon dividing the entire number of directors by the number of years composing a term. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders entitled to vote shall elect directors to hold office until the next succeeding annual meeting, except as herein provided. Each director shall hold office for the term for which he is elected or until his successor shall have been elected and qualified.

2. The articles of incorporation may confer upon holders of any class or series of stock the right to elect one or more directors who shall serve for such term and shall have such voting powers as shall be stated in the articles of incorporation. The terms of office and voting powers of the directors elected in the manner so provided in the articles of incorporation may be greater than or less than those of any other director or class of directors. If the articles of incorporation provide that directors elected by the holders of a class or series of stock shall have more or less than one vote per director on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes such directors are entitled to cast.

3. At a meeting called expressly for that purpose, directors may be removed in the manner provided in this section. Such meeting shall be held at the registered office or principal business office of the corporation in this state or in the city or county in this state in which the principal business office of the corporation is located. Unless the articles of incorporation or the bylaws provide otherwise, one or more directors or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. If the articles of incorporation or bylaws provide for cumulative voting in the election of directors, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against such director's removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect of the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

(RSMo 1939 § 5346, A.L. 1943 p. 410 § 37, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 1986 S.B. 565, A.L. 1989 S.B. 141, A.L. 2003 S.B. 394, A.L. 2004 H.B. 1664)

Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347

Directors of corporations, removal of, when, how.

351.317. Any director of the corporation may be removed for cause by action of a majority of the entire board of directors if the director to be removed shall, at the time of removal, fail to meet the qualifications stated in the articles of incorporation or bylaws for election as a director or shall be in breach of any agreement between such director and the corporation relating to such director's services as a director or employee of the corporation. Notice of the proposed removal shall be given to all directors of the corporation prior to action thereon.

(L. 1983 S.B. 367)

Board vacancy, how filled.

351.320. 1. Unless otherwise provided in the articles of incorporation or bylaws of the corporation, vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, until the next election of directors by the shareholders of the corporation; except that, if shareholders elect directors by class pursuant to section 351.315, a director elected by the board pursuant to this section to fill a vacancy or to a newly created directorship need not be presented for election by shareholders until the class to which the director has been so elected by the board is presented for election by the shareholders.

2. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the articles of incorporation, vacancies and newly created directorships with respect to such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office.

(RSMo 1939 § 5346, A.L. 1943 p. 410 § 38, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2003 S.B. 394)

Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347

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

351.323. 1. If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired and lost, the circuit court of the county where the principal office of the corporation is located may, notwithstanding any provisions of the articles or bylaws of the corporation and whether or not an action is pending for an involuntary winding up or dissolution of the corporation, appoint a provisional director pursuant to this section. Action for the appointment may be filed by one-half of the directors or by the holders of not less than thirty-three and one-third percent of the outstanding shares.

2. The provisional director shall be an impartial person, who is neither a shareholder nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree to any of the other directors or officers of the corporation, or to any judge of the court by which he is appointed. The provisional director shall have all the rights and powers of a director, and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings, until the deadlock in the board of directors is broken or until he is removed by order of the court or by vote or written consent of the holders of a majority of the voting shares. He shall be entitled to receive such compensation as may be agreed upon between him and the corporation, and in the absence of such agreement he shall be entitled to such compensation as shall be fixed by the court. The court shall remove such provisional director upon the request of one-half of the other directors or by the holders of not less than thirty-three and one-third percent of the outstanding shares if such provisional director has served for three or more years and the deadlock in the board of directors has not been broken.

3. The shareholders or directors of a corporation, and such corporation, shall be considered to be deadlocked within the meaning of section 351.494 and any and all other provisions of this chapter, notwithstanding the appointment of a provisional director pursuant to this section, if such shareholders, directors or corporation would otherwise be deadlocked but for the appointment of such director.

(L. 1959 H.B. 88, A.L. 1997 S.B. 197, A.L. 1999 S.B. 278)

Board, quorum.

351.325. A majority of the full board of directors shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.

(RSMo 1939 § 5033, A.L. 1943 p. 410 § 39, A.L. 1979 S.B. 216)

Prior revisions: 1929 § 4558; 1919 § 9752; 1909 § 2992

Financial interest of corporate officers, effect on contracts withcorporations--directors setting their own compensation not a conflictof interest, exception.

351.327. 1. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or committee, and the board of directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized or approved by the board of directors, a committee thereof, or the shareholders.

2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee which authorizes the contract or transaction.

3. Unless otherwise provided in the articles of incorporation or the bylaws, the setting of the compensation of directors for services in any capacity by the board of directors pursuant to section 351.310 shall not be deemed to involve a conflict of interest.

4. The intent of this section is not only to provide against the voiding or voidability of a contract or transaction, but rather to set forth as well the substantive law on the methods by which a conflict transaction may be regularized to become an arms length transaction.

(L. 1983 S.B. 367, A.L. 1998 S.B. 680)

Two or more directors shall constitute committee, when.

351.330. If the bylaws so provide, the board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. Each such committee, to the extent provided in the resolution or in the bylaws of the corporation, shall have and exercise all of the authority of the board of directors in the management of the corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by this chapter.

(L. 1943 p. 410 § 40, A.L. 1983 S.B. 367)

Board meetings, where and how held.

351.335. Unless otherwise provided in the articles of incorporation or bylaws of the corporation, (1) meetings of the board of directors or of any committee designated by the board of directors may be held at any place either within or without this state, and (2) members of the board of directors or of any committee designated by the board of directors may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

(RSMo 1939 § 5033, A.L. 1943 p. 410 § 41, A.L. 1975 S.B. 14)

Prior revisions: 1929 § 4558; 1919 § 9752; 1909 § 2992

Board meetings, where and how held.

351.340. 1. Regular meetings of the board of directors may be held with or without notice as the bylaws may prescribe. Special meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

2. Any action which is required to be or may be taken at a meeting of the directors, or of the executive committee or any other committee of the directors, may be taken without a meeting if, setting forth the action so taken, all of the members of the board or of the committee, as the case may be, consent thereto in writing or by electronic transmission. The consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document filed under this chapter. The secretary shall file the writing or writings or electronic transmission or transmissions with the minutes of the meetings of the board of directors or of the committee as the case may be. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. "Electronic transmission" for purposes of this section shall be as defined in subdivision (2) of subsection 5 of section 351.245.

(L. 1943 p. 410 § 42, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 2011 H.B. 111)

Liability of directors.

351.345. In addition to any other liabilities imposed by law upon directors of a corporation, the directors of a corporation who shall knowingly declare and pay any dividend except as permitted by and in accordance with the provisions of sections 351.210 and 351.220, and except, with respect to liquidating dividends, as permitted by, and in accordance with the provisions of this chapter in connection with reduction of stated capital or with dissolution, shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted as long as they shall respectively continue in office; provided, that the amount for which they shall be liable shall not exceed the amount of such dividend, and that if any of the directors shall be absent at the time of making the dividend, or shall object thereto, and shall file their objection, in writing, with the secretary of the corporation, they shall be exempted from said liability; and further provided that a director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and earnings of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

(RSMo 1939 §§ 5045, 5347, A.L. 1943 p. 410 § 44)

Prior revisions: 1929 §§ 4569, 4942; 1919 §§ 9761, 10153; 1909 §§ 3002, 3348

Acquisition proposals, board may make recommendation.

351.347. 1. In exercising its business judgment concerning any acquisition proposal, as defined in subsection 2 of this section, the board of directors of the corporation may consider the following factors, among others:

(1) The consideration being offered in the acquisition proposal in relation to the board's estimate of:

(a) The current value of the corporation in a freely negotiated sale of either the corporation by merger, consolidation or otherwise, or all or substantially all of the corporation's assets;

(b) The current value of the corporation if orderly liquidated;

(c) The future value of the corporation over a period of years as an independent entity discounted to current value;

(2) Then existing political, economic and other factors bearing on security prices generally or the current market value of the corporation's securities in particular;

(3) Whether the acquisition proposal might violate federal, state or local laws;

(4) Social, legal and economic effects on employees, suppliers, customers and others having similar relationships with the corporation, and the communities in which the corporation conducts its businesses;

(5) The financial condition and earning prospects of the person making the acquisition proposal including the person's ability to service its debt and other existing or likely financial obligations;

(6) The competence, experience and integrity of the person making the acquisition proposal.

2. "Acquisition proposal" means any proposal of any person:

(1) For a tender offer, exchange offer, or other comparable offer for any equity security of the corporation;

(2) To merge or consolidate the corporation with another corporation; or

(3) To purchase or otherwise acquire all or a substantial part of the assets of the corporation.

3. Nothing in this section shall require any director or corporation to respond to any particular acquisition proposal nor preclude directors, in exercising their business judgment in other contexts, from considering factors such as those enumerated in subsection 1 of this section.

(L. 1986 S.B. 565, A.L. 1989 S.B. 141)

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

351.355. 1. A corporation created under the laws of this state may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

2. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

3. Except as otherwise provided in the articles of incorporation or the bylaws, to the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections 1 and 2 of this section, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.

4. Any indemnification under subsections 1 and 2 of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this section. The determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.

5. Expenses incurred in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this section.

6. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws or any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

7. A corporation created under the laws of this state shall have the power to give any further indemnity, in addition to the indemnity authorized or contemplated under other subsections of this section, including subsection 6, to any person who is or was a director, officer, employee or agent, or to any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, provided such further indemnity is either (i) authorized, directed, or provided for in the articles of incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed, or provided for in any bylaw or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, and provided further that no such indemnity shall indemnify any person from or on account of such person's conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. Nothing in this subsection shall be deemed to limit the power of the corporation under subsection 6 of this section to enact bylaws or to enter into agreements without shareholder adoption of the same.

8. The corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. Without limiting the power of the corporation to procure or maintain any kind of insurance or other arrangement the corporation may for the benefit of persons indemnified by the corporation create a trust fund, establish any form of self insurance, secure its indemnity obligation by grant of a security interest or other lien on the assets of the corporation, or establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the corporation or with any insurer or other person deemed appropriate by the board of directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or in part by the corporation. In the absence of fraud the judgment of the board of directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability on any ground regardless of whether directors participating in the approval are beneficiaries of the insurance arrangement.

9. Any provision of this chapter to the contrary notwithstanding, the provisions of this section shall apply to all existing and new domestic corporations, including but not limited to banks, trust companies, insurance companies, building and loan associations, savings bank and safe deposit companies, mortgage loan companies, corporations formed for benevolent, religious, scientific or educational purposes and nonprofit corporations.

10. For the purpose of this section, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he or she would if he or she had served the resulting or surviving corporation in the same capacity.

11. For purposes of this section, the term "other enterprise" shall include employee benefit plans; the term "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and the term "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

(L. 1949 p. 242 § 45a, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 1986 S.B. 565, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1664, A.L. 2006 H.B. 1715)

Officers--how chosen--powers and duties.

351.360. 1. Every corporation organized under this chapter shall have a president and a secretary, who shall be chosen by the directors, and such other officers and agents as shall be prescribed by the bylaws of the corporation. Unless the articles of incorporation or bylaws otherwise provide, any two or more offices may be held by the same person.

2. All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the property and affairs of the corporation as may be provided in the bylaws, or, in the absence of such provision, as may be determined by resolution of the board of directors.

3. Any act required or permitted by any of the provisions of this chapter to be done by the president of the corporation may be done instead by the chairman of the board of directors, if any, of the corporation if the chairman of the board has previously been designated by the board of directors or in the bylaws to be the chief executive officer of the corporation, or to have the powers of the chief executive officer coextensively with the president, and such designation has been filed in writing with the secretary of state and such notice attested to by the secretary of the corporation.

(RSMo 1939 § 5008, A.L. 1943 p. 410 § 46, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 1979 S.B. 216)

Prior revisions: 1929 § 4537; 1919 § 9733; 1909 § 2974

Removal of officer or agent, when.

351.365. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

(L. 1943 p. 410 § 47)

Registered office and registered agent.

351.370. 1. Each corporation shall have and continuously maintain in this state:

(1) A registered office which may be, but need not be, the same as its place of business;

(2) A registered agent, which agent may be either an individual, resident in this state, whose business office is identical with such registered office, or a corporation authorized to transact business in this state having a business office identical with such registered office.

2. The address, including street and number, if any, of the initial registered office, and the name of the initial registered agent of each corporation organized under this chapter shall be stated in its articles of incorporation.

(L. 1943 p. 410 § 9)

Change of address of registered office or agent, how made.

351.375. 1. A corporation may from time to time change the address of its registered office. A corporation shall change its registered agent if the office of registered agent shall become vacant for any reason, if its registered agent becomes disqualified or incapacitated to act, or if the corporation revokes the appointment of its registered agent. A corporation may change the address of its registered office or change its registered agent, or both, by filing in the office of the secretary of state a statement setting forth:

(1) The name of the corporation;

(2) The address, including street and number, if any, of its then registered office;

(3) If the address of its registered office be changed, the address, including street and number, if any, to which the registered office is to be changed;

(4) The name of its then registered agent;

(5) If its registered agent be changed, the name of its successor registered agent and the successor registered agent's written consent to the appointment either on the statement or attached thereto;

(6) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical;

(7) That such change was authorized by resolution duly adopted by the board of directors.

2. The change of address of the registered office, or the change of the registered agent, or both, as the case may be, shall become effective upon the filing of such statements by the secretary of state. The location or residence of any corporation shall be deemed for all purposes to be in the county where its registered office is maintained.

3. If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subdivisions (1) to (6) of subsection 1 of this section and recites that the corporation has been notified of the change. The change of address of the registered office shall become effective upon the filing of the statement to the secretary of state.

(L. 1943 p. 410 § 10, A.L. 1965 p. 532, A.L. 1977 S.B. 115, A.L. 1983 S.B. 367, A.L. 1998 S.B. 844)

Resignation of agent.

351.376. Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the secretary of state, who shall forthwith mail the copy thereof to any officer of the corporation at his address as last known to the secretary of state, other than such registered office. Such resignation shall become effective upon the expiration of thirty days after receipt of such notice by the secretary of state.

(L. 1965 p. 532)

Process served on registered agent.

351.380. 1. The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon a corporation may be served. In the event that a corporation shall fail to appoint or maintain a registered agent in this state, then the secretary of state as long as such default exists shall be automatically appointed as an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served. Service on the secretary of state of any process, notice or demand against a corporation shall be made by delivering to and leaving with him, or with any clerk having charge of the corporation department of his office, a copy of such process, notice or demand. In the event that any process, notice, or demand is served on the secretary of state, he shall immediately cause a copy thereof to be forwarded by registered mail, addressed to the corporation at its registered office in this state.

2. Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.

3. The secretary of state shall keep a record of all processes, notices, and demands served upon him under this section, and shall record therein the time of such service and his action with reference thereto.

(L. 1943 p. 410 § 11)

Powers of corporation.

351.385. Each corporation shall have power:

(1) To have succession by its corporate name for the period limited in its articles of incorporation or perpetually where there is no such limitations;

(2) To sue and be sued, complain and defend in any court of law or equity;

(3) To have a corporate seal which may be altered at pleasure and to use the same by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced;

(4) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in, sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its real or personal property, or any interest therein, or other assets, wherever situated; and to hold for any period of time, real estate acquired in payment of a debt, by foreclosure or otherwise, or real estate exchanged therefor;

(5) To be a general or limited partner;

(6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

(7) To make contracts and guarantees, including but not limited to guarantees of the capital stock, bonds, other securities, evidences of indebtedness and other debts and obligations issued by any other corporation of this or any other state, or issued by any state or any political subdivision thereof; to incur liabilities; to borrow money at such rates of interest as the corporation may determine without regard to the restrictions of any usury law of this state; to issue its notes, bonds, and other obligations; to issue notes or bonds, secured or unsecured, which by their terms are convertible into shares of stock of any class, upon such terms and conditions and at such rates or prices as may be provided in such notes or bonds and the indenture or mortgage under which they are issued; and to secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, franchises, and income;

(8) To invest its surplus funds from time to time and to lend money and to take and hold real and personal property as security for the payment of funds so invested or loaned;

(9) To conduct its business, carry on its operations, and have offices within and without this state, and to exercise in any other state, territory, district, or possession of the United States, or in any foreign country, the powers granted by this chapter;

(10) To elect or appoint directors, officers and agents of the corporation, define their duties and fix their compensation, and to indemnify directors, officers and employees to the extent and in the manner permitted by law;

(11) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation, and to adopt emergency bylaws and exercise emergency powers as permitted by law;

(12) To transact any lawful business in aid of the United States in the prosecution of war, to make donations to associations and organizations aiding in war activities, and to lend money to the state or federal government for war purposes;

(13) To cease its corporate activities and surrender its corporate franchise;

(14) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed;

(15) To make contributions to any corporation organized for civic, charitable, benevolent, scientific or educational purposes, or to any incorporated or unincorporated association, community chest or community fund, not operated or used for profit to its members but operated for the purposes of raising funds for and of distributing funds to other civic, charitable, benevolent, scientific or educational organizations or agencies;

(16) To renounce, in its articles of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation, or one or more of its officers, directors, employees, agents, or stockholders.

(RSMo 1939 § 5030, A.L. 1943 p. 410 § 4, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1979 S.B. 216, A.L. 2003 S.B. 394)

Prior revisions: 1929 § 4555; 1919 § 9749; 1909 § 2990

CROSS REFERENCES:

Banking business, corporation not to engage in, 362.420

Bi-state development agency, bonds of, investment in authorized, 70.377

Gas, electric or water companies, powers, Chap. 393

Multinational banks, securities and obligations of, investment in, when, 409.950

Public utility companies, power to acquire stock in like companies limited, 392.300, 393.190

Real estate, conveyed by corporation, how, 442.060

Reciprocal or interinsurance contracts, corporation may enter, 379.740

Savings accounts in insured savings and loan associations, investment in authorized, 369.194

Purposes.

351.386. 1. Every corporation incorporated under this chapter may engage in any lawful business unless a more limited purpose is set forth in the articles of incorporation; however, the corporation shall not be restricted to this limited purpose, unless it has stated it is so restricted in its articles of incorporation.

2. A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.

(L. 1990 H.B. 1432, A.L. 1991 H.B. 219)

Effective 5-29-91

Definitions.

351.387. As used in this section and section 351.388, unless the context requires otherwise, the following words and phrases shall mean:

(1) "Private corporation" means a general and business or a general not-for-profit corporation organized under the laws of this state;

(2) "Public corporation" means this state, a political subdivision thereof, a corporate instrumentality of this state and one or more states, or a bistate compact.

(L. 1971 S.B. 59 § 1)

Private and public corporations authorized to apply for andoperate foreign trade zones.

351.388. All public and private corporations shall have the power to apply to the proper authorities of the United States government for a grant, and when such a grant is issued, to establish and operate foreign trade zones under the provisions of the Foreign Trade Zones Act of 1934 as amended as of September 28, 1971.

(L. 1971 S.B. 59 § 2)

Corporation's powers to purchase, hold, transfer or dispose of itsown shares.

351.390. A corporation shall have power to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares; provided, that it shall not purchase, either directly or indirectly, its own shares when its net assets are less than its stated capital, or when by so doing its net assets would be reduced below its stated capital. Notwithstanding the foregoing limitation, a corporation may purchase its own shares for the purpose of:

(1) Eliminating fractional shares;

(2) Collecting or compromising claims of the corporation, or securing any indebtedness to the corporation previously incurred;

(3) Paying dissenting shareholders entitled to payment for their shares in the event of a merger or consolidation or a sale or exchange of assets;

(4) Effecting, subject to the other provisions of this chapter, the retirement of its redeemable shares by redemption or by purchase at not to exceed the redemption price.

(L. 1943 p. 410 § 5)

Conveyance of property not invalid because board of directors hasexceeded corporation's powers--lack of capacity, power asserted,how.

351.395. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:

(1) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;

(2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation;

(3) In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.

(L. 1943 p. 410 § 6, A.L. 1965 p. 532)

Disposition of assets.

351.400. A sale, lease, or exchange or other disposition other than by mortgage, deed of trust or pledge, of all, or substantially all, the property and assets, with or without the goodwill, of a corporation, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consist, in whole or in part, of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner:

(1) The board of directors may adopt a resolution recommending such sale, lease or exchange or other disposition and directing the submission thereof to a vote at a meeting of shareholders entitled to vote thereat, which may be either an annual or a special meeting, except that such proposed sale, lease or exchange need not be adopted by the board of directors and may be directly submitted to any annual or special meeting of shareholders;

(2) Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease or exchange, or other disposition of all, or substantially all, of the property and assets of the corporation shall be given to each shareholder of record entitled to vote at such meeting within the time and in the manner provided by this chapter for the giving of notice of meetings of shareholders; if such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting;

(3) At such meeting the shareholders may authorize such sale, lease or exchange, or other disposition and fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting;

(4) After such authorization by a vote of shareholders, the board of directors nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by shareholders.

(L. 1943 p. 410 § 72, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

Rights of dissenting shareholder--sale or exchange of assets.

351.405. 1. In the event that a sale or exchange of all or substantially all of the property and assets of a corporation, otherwise than in the usual and regular course of its business, is authorized by a vote of the shareholders of the corporation, except as provided in subsection 6 of this section, any shareholder who shall not have voted in favor thereof and who at or prior to the meeting at which said sale or exchange is submitted to a vote shall file with the corporation written objection thereto may, within twenty days after the vote was taken, make written demand on the corporation for the payment to him of the fair value of his shares as of the day prior to the date on which the vote was taken authorizing the sale or exchange. Such demand shall state the number and class of the shares owned by such dissenting shareholder. Any shareholder failing to make demand within the twenty-day period shall be conclusively presumed to have consented to the sale or exchange and shall be bound by the terms thereof.

2. If, within thirty days after the date on which such vote was taken, the value of such shares is agreed upon between the dissenting shareholder and the corporation, the corporation shall make payment of the agreed value within ninety days after the date on which the vote was taken authorizing the sale or exchange, upon the surrender of his certificate or certificates representing said shares. Upon payment of the agreed value, the dissenting shareholder shall cease to have any interest in such shares or in the corporation.

3. If within such period of thirty days the shareholder and the corporation do not so agree, then the dissenting shareholder may, within sixty days after the expiration of the thirty-day period, file a petition in any court of competent jurisdiction within the county in which the registered office of the corporation is situated asking for a finding and determination of the fair value of such shares, and shall be entitled to judgment against the corporation for the amount of such fair value as of the day prior to the date on which such vote was taken, together with interest thereon to the date of such judgment. The judgment shall be payable only upon and simultaneously with the surrender to the corporation of the certificate or certificates representing said shares. Upon the payment of the judgment, the dissenting shareholder shall cease to have any interest in such shares or in the corporation. Unless the dissenting shareholder shall file such petition within the time herein limited, such shareholder and all persons claiming under him shall be conclusively presumed to have approved and ratified the sale or exchange and shall be bound by the terms thereof.

4. The rights of a dissenting shareholder to be paid the fair value of his shares as herein provided shall cease if and when the corporation shall abandon the sale or exchange or the shareholders shall revoke the authority to make such sale or exchange.

5. Shares acquired by the corporation pursuant to the payment of the agreed value thereof or to the payment of judgment entered therefor, as in this section provided, may be held and disposed of by the corporation as it shall see fit.

6. This section shall not apply to any sale, exchange or other disposition of assets of a corporation authorized by a vote of the shareholders of the corporation if, prior to or in connection with such authorization, the shareholders have consented to or approved the voluntary dissolution of the corporation pursuant to section 351.464 or 351.466, if the sale, exchange or other disposition is made in liquidation of the corporation's business and affairs as provided in section 351.476.

(L. 1943 p. 410 § 73, A.L. 1979 S.B. 216, A.L. 1990 H.B. 1432)

Control shares acquisition procedures--exceptions.

351.407. 1. Unless, before the control share acquisition, the corporation's articles of incorporation or bylaws provide that this section does not apply to control share acquisitions of shares of the corporation, control shares of an issuing public corporation acquired in a control share acquisition have only such voting rights as are conferred by subsection 5 of this section.

2. Any person who proposes to make or has made a control share acquisition may at the person's election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement must set forth all of the following:

(1) The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares;

(2) A statement that the acquiring person statement is given pursuant to this section;

(3) The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person and each other member of the group;

(4) The range of voting power under which the control share acquisition falls or would, if consummated, fall;

(5) If the control share acquisition has not taken place:

(a) A description in reasonable detail of the terms of the proposed control share acquisition; and

(b) Representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.

3. (1) If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation's expenses of a special meeting, the directors of the issuing public corporation shall within ten days thereafter call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.

(2) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within fifty days after receipt of the request by the issuing public corporation.

(3) If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders.

(4) If the acquiring person so requests in writing at the time of delivery of its acquiring statement pursuant to this subsection, the special meeting must not be held sooner than thirty days after receipt by the issuing public corporation of the acquiring person statement.

4. (1) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.

(2) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by both of the following:

(a) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this section; and

(b) A statement by the board of directors of the corporation of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition.

5. (1) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.

(2) To be approved under this section, the resolution must be approved by:

(a) The affirmative vote of a majority of all outstanding shares entitled to vote at such meeting voting by class if required by the terms of such shares; and

(b) Also by the affirmative vote of a majority of all outstanding shares entitled to vote at such meeting voting by class if required by the terms of such shares, excluding all interested shares.

6. If a shareholder shall file with the corporation, prior to or at the meeting of shareholders at which the voting rights to be accorded any control shares are submitted to a vote, a written objection to such voting rights being accorded any control shares, and shall not vote in favor thereof, and such shareholder, within twenty days after approval of voting rights being accorded any control shares, shall make written demand on the corporation for payment of the fair value of his shares as of the day prior to the date on which the vote was taken approving voting rights being accorded any control shares, the corporation shall pay to such shareholder, upon surrender of his certificate or certificates representing such shares, the fair value of his shares. Such demand shall state the number and class of the shares owned by such dissenting shareholder. Any shareholder failing to make demand within the twenty-day period provided in this subsection shall be conclusively presumed to have consented to the control share acquisition.

7. If within thirty days after the date of approval of voting rights being accorded any control shares the value of such shares is agreed upon between the dissenting shareholder and the corporation, payment for the shares shall be made within ninety days after approval of voting rights being accorded any control shares, upon the surrender of his certificate or certificates representing such shares. Upon payment of the agreed value, the dissenting shareholder shall cease to have any interest in such shares or in the corporation.

8. If, within the thirty-day period provided in subsection 7 of this section, the shareholder and the corporation do not so agree, then the dissenting shareholder may, within sixty days after the expiration of such thirty-day period, file a petition in any court of competent jurisdiction within the county in which the registered office of the corporation is situated, asking for a finding and determination of the fair value of such shares, and shall be entitled to judgment against the corporation for the amount of such fair value as of the day prior to the date on which such vote was taken approving such control share acquisition, together with interest thereon to the date of such judgment. The judgment shall be payable only upon and simultaneously with the surrender to the corporation of the certificate or certificates representing such shares. Upon the payment of the judgment, the dissenting shareholder shall cease to have any interest in such shares, or in the corporation. Such shares may be held and disposed of by the corporation as it may see fit. Unless the dissenting shareholder shall file such petition within the time provided in this subsection, such shareholder and all persons claiming under him shall be conclusively presumed to have consented to the control share acquisition.

9. Except as expressly provided in this section, nothing in this section shall be construed to affect or impair any right, remedy, obligation, duty, power, or authority of any acquiring person, any issuing public corporation, the board of directors of any acquiring person or issuing public corporation, or any other person under the laws of this state or any other state of the United States of America. The requirements of this section shall be in addition to, and shall in no way limit, the validly adopted provisions of the articles of incorporation of any issuing public corporation.

(L. 1984 S.B. 409, A.L. 1987 H.B. 349, A.L. 1989 S.B. 141)

Conversion to corporation, certificate of conversion required,procedure, effect of conversion.

351.408. 1. As used in this section, the term "other entity" means a limited liability company, statutory trust, business trust or association, real estate investment trust, common-law trust or any other unincorporated business including a partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), or a foreign corporation.

2. Any other entity may convert to a corporation of this state by complying with subsection 8 of this section and filing in the office of the secretary of state:

(1) A certificate of conversion to corporation that has been executed in accordance with subsection 9 of this section and filed in accordance with section 351.046; and

(2) Articles of incorporation that have been executed, acknowledged and filed in accordance with section 351.046.

3. The certificate of conversion to corporation shall state:

(1) The date on which and jurisdiction where the other entity was first created, incorporated, formed or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic corporation;

(2) The name of the other entity immediately prior to the filing of the certificate of conversion to corporation; and

(3) The name of the corporation as set forth in its articles of incorporation filed in accordance with subsection 2 of this section.

4. Upon the effective time of the certificate of conversion to corporation and the articles of incorporation, the other entity shall be converted to a corporation of this state and the corporation shall thereafter be subject to all of the provisions of this title, except that notwithstanding section 351.075, the existence of the corporation shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being.

5. The conversion of any other entity to a corporation of this state shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a corporation of this state or the personal liability of any person incurred prior to such conversion.

6. When another entity has been converted to a corporation of this state under this section, the corporation of this state shall, for all purposes of the laws of the state of Missouri, be deemed to be the same entity as the converting other entity. When any conversion shall have become effective under this section, for all purposes of the laws of the state of Missouri, all of the rights, privileges and powers of the other entity that has converted, and all property, real, personal and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall remain vested in the domestic corporation to which such other entity has converted and shall be the property of such domestic corporation and the title to any real property vested by deed or otherwise in such other entity shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached to the corporation of this state to which such other entity has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a corporation of this state. The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic corporation to which such other entity has converted for any purpose of the laws of the state of Missouri.

7. Unless otherwise agreed for all purposes of the laws of the state of Missouri or as required under applicable non-Missouri law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity and shall constitute a continuation of the existence of the converting other entity in the form of a corporation of this state.

8. Prior to filing a certificate of conversion to corporation with the office of the secretary of state, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and articles of incorporation shall be approved by the same authorization required to approve the conversion.

9. The certificate of conversion to corporation shall be signed by any person who is authorized to sign the certificate of conversion to corporation on behalf of the other entity.

10. In connection with a conversion hereunder, rights or securities of, or interests in, the other entity which is to be converted to a corporation of this state may be exchanged for or converted into cash, property, or shares of stock, rights or securities of such corporation of this state or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or shares of stock, rights or securities of or interests in another domestic corporation or other entity or may be cancelled.

(L. 2011 S.B. 366)

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

351.409. 1. A corporation of this state may, upon the authorization of such conversion in accordance with this section, convert to a limited liability company, statutory trust, business trust or association, real estate investment trust, common law trust or any other unincorporated business including a partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)) or a foreign corporation.

2. The board of directors of the corporation which desires to convert under this section shall adopt a resolution approving such conversion, specifying the type of entity into which the corporation shall be converted and recommending the approval of such conversion by the shareholders of the corporation. Such resolution shall be submitted to the shareholders of the corporation at an annual or special meeting. Due notice of the time and purpose of the meeting shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at the address of the shareholder as it appears on the records of the corporation, at least twenty days prior to the date of the meeting. At the meeting, the resolution shall be considered and a vote taken for its adoption or rejection. If all outstanding shares of stock of the corporation, whether voting or nonvoting, shall be voted for the adoption of the resolution, the conversion shall be authorized.

3. If a corporation shall convert in accordance with this section to another entity organized, formed or created under the laws of this state or of a jurisdiction other than the state of Missouri, the corporation shall file with the secretary of state a certificate of conversion executed in accordance with section 351.046, which certifies:

(1) The name of the corporation, and if it has been changed, the name under which it was originally incorporated;

(2) The date of filing of its original articles of incorporation with the secretary of state;

(3) The name and jurisdiction of the entity to which the corporation shall be converted;

(4) That the conversion has been approved in accordance with the provisions of this section;

(5) The agreement of the corporation that it may be served with process in the state of Missouri in any action, suit or proceeding for enforcement of any obligation of the corporation arising while it was a corporation of this state, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit or proceeding; and

(6) The address to which a copy of the process referred to in subdivision (5) of this subsection shall be mailed to it by the secretary of state. Process may be served upon the secretary of state in accordance with subdivision (5) of this subsection by means of electronic transmission but only as prescribed by the secretary of state. The secretary of state is authorized to issue such rules and regulations with respect to such service as the secretary of state deems necessary or appropriate. In the event of such service upon the secretary of state in accordance with subdivision (5) of this subsection, the secretary of state shall forthwith notify such corporation that has converted out of the state of Missouri by letter, directed to such corporation that has converted out of the state of Missouri at the address so specified, unless such corporation shall have designated in writing to the secretary of state a different address for such purpose, in which case it shall be mailed to the last address designated. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served on the secretary of state under this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the secretary of state that service is being effected under this subsection and to pay the secretary of state the sum of fifty dollars for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service has been effected under this subsection, the return date thereof, and the day and hour service was made. The secretary of state shall not be required to retain such information longer than five years from receipt of the service of process.

4. Upon the filing in the office of the secretary of state of a certificate of conversion in accordance with subsection 3 of this section or upon the future effective date or time of the certificate of conversion and payment to the secretary of state of all fees prescribed under this chapter, the secretary of state shall certify that the corporation has filed all documents and paid all fees required by this chapter, and thereupon the corporation shall cease to exist as a corporation of this state at the time the certificate of conversion becomes effective in accordance with section 351.075. Such certificate of the secretary of state shall be prima facie evidence of the conversion by such corporation.

5. The conversion of a corporation in accordance with this section and the resulting cessation of its existence as a corporation of this state pursuant to a certificate of conversion shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to the corporation with respect to matters arising prior to such conversion.

6. Unless otherwise provided in a resolution of conversion adopted in accordance with this section, the converting corporation shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of such corporation.

7. In connection with a conversion of a domestic corporation to another entity under this section, shares of stock of the corporation of this state which is to be converted may be exchanged for or converted into cash, property, rights or securities of, or interests in, the entity to which the corporation of this state is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, shares of stock, rights or securities of, or interests in, another domestic corporation or other entity or may be cancelled.

8. When a corporation has been converted to another entity or business form under this section, the other entity or business form shall, for all purposes of the laws of the state of Missouri, be deemed to be the same entity as the corporation. When any conversion shall have become effective under this section, for all purposes of the laws of the state of Missouri, all of the rights, privileges and powers of the corporation that has converted, and all property, real, personal and mixed, and all debts due to such corporation, as well as all other things and causes of action belonging to such corporation, shall remain vested in the other entity or business form to which such corporation has converted and shall be the property of such other entity or business form, and the title to any real property vested by deed or otherwise in such corporation shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such corporation shall be preserved unimpaired, and all debts, liabilities and duties of the corporation that has converted shall remain attached to the other entity or business form to which such corporation has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as such other entity or business form. The rights, privileges, powers and interest in property of the corporation that has converted, as well as the debts, liabilities and duties of such corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such corporation has converted for any purpose of the laws of the state of Missouri.

9. No vote of shareholders of a corporation shall be necessary to authorize a conversion if no shares of the stock of such corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the conversion.

10. Nothing in this section shall be deemed to authorize the conversion of a nonprofit corporation into another entity.

(L. 2011 S.B. 366)

Merger procedure.

351.410. Any two or more domestic corporations may merge into one of the corporations in the following manner: The board of directors of each corporation shall approve a plan of merger and direct the submission of the plan to a vote at a meeting of shareholders. The plan of merger shall set forth:

(1) The names of the corporations proposing to merge, which are herein designated as the "constituent corporations", and the name of the corporation into which they propose to merge, which is herein designated as "the surviving corporation";

(2) The terms and conditions of the proposed merger and the mode of carrying it into effect;

(3) The manner and basis of converting the shares of each merging corporation into cash, property, shares or other securities or obligations of the surviving corporation, or (if any shares of any merging corporation are not to be converted solely into cash, property, shares or other securities or obligations of the surviving corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;

(4) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger;

(5) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

(L. 1943 p. 410 § 62, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)

Effective 7-01-01

Consolidation procedure.

351.415. Any two or more domestic corporations may consolidate into a new domestic corporation in the following manner: The board of directors of each corporation shall approve a plan of consolidation and direct the submission of the plan to a vote at a meeting of shareholders. The plan of consolidation shall set forth:

(1) The names of the corporations proposing to consolidate, which are herein designated as the "constituent corporations" and the name of the new corporation into which they propose to consolidate, which is herein designated as "the new corporation";

(2) The terms and conditions of the proposed consolidation and the mode of carrying it into effect;

(3) The manner and basis of converting the shares of each consolidating corporation into cash, property, shares, or other securities, or obligations of the new corporation, or (if any shares of any consolidating corporation are not to be converted solely into cash, property, shares or other securities or obligations of the new corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the new corporation;

(4) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter;

(5) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

(L. 1943 p. 410 § 63, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)

Effective 7-01-01

Merger plan to be submitted to shareholders, procedure.

351.420. The plan of merger or plan of consolidation shall be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or the plan of consolidation, together with a copy or a summary of the plan of merger or plan of consolidation, shall be given to each shareholder of record entitled to vote at the meeting within the time and in the manner provided by this chapter for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the purpose shall, nevertheless, be included in the notice of the annual meeting.

(L. 1943 p. 410 § 64, A.L. 1975 S.B. 14)

Voting by shareholders on plan for merger or consolidation.

351.425. At each such meeting a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, of each of such corporations.

(L. 1943 p. 410 § 65)

Summary of articles of merger or consolidation filed--contents.

351.430. After a plan of merger or consolidation is authorized in accordance with sections 351.420 and 351.425, the surviving corporation shall file a summary articles of merger or summary articles of consolidation with the secretary of state. Such summary articles shall state:

(1) The name and state or country of incorporation of each of the corporations;

(2) That a plan of merger or consolidation has been approved and authorized by each of the corporations in accordance with sections 351.420 and 351.425;

(3) The effective date of the merger or consolidation which shall not exceed ninety days after the date of filing of the summary articles of merger or summary articles of consolidation by the secretary of state;

(4) The name of the surviving corporation in the case of a merger or the new corporation in the case of a consolidation;

(5) In the case of a consolidation, the new address of the registered office and the name of the registered agent at such office for the new corporation;

(6) In the case of a merger, such amendments or changes in the articles of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be the articles of incorporation;

(7) In the case of a consolidation, that the articles of incorporation of the new corporation shall be as set forth in an attachment to the summary articles;

(8) That the executed plan of merger or consolidation is on file at the principal place of business of the surviving corporation in the case of a merger, or new corporation in the case of a consolidation stating the address thereof; and

(9) That a copy of a plan of merger or consolidation will be furnished by the surviving corporation in the case of a merger or the new corporation in the case of a consolidation, on request and without cost, to any shareholder of any corporation that is a party to the merger or consolidation.

(L. 1943 p. 410 § 66, A.L. 2001 S.B. 288, A.L. 2004 H.B. 1664)

Certain originals to be delivered to secretary of state whoshall issue certificate of merger or consolidation.

351.435. The original copy of the articles of merger or articles of consolidation shall be delivered to the secretary of state by the surviving corporation in the case of a merger or the new corporation in the case of a consolidation. The articles shall be executed pursuant to section 351.430, filed pursuant to section 351.046 and effective pursuant to section 351.048. If the secretary of state finds that the articles conform to this chapter, he shall, when all required taxes or fees have been paid, file the same, keeping the original as a permanent record, and issue a certificate of merger or a certificate of consolidation, to which he shall affix the copy of such articles.

(L. 1943 p. 410 § 67, A.L. 1983 S.B. 367, A.L. 2001 S.B. 288, A.L. 2004 H.B. 1664)

Certificate of merger returned to surviving or new corporation.

351.445. The certificate of merger and certified copy thereof, with a copy of the articles of merger affixed thereto by the secretary of state, or the certificate of consolidation and certified copy thereof, with a copy of the articles of consolidation affixed thereto by the secretary of state, shall be returned to the surviving corporation or new corporation, as the case may be, or to its representative.

(L. 1943 p. 410 § 69, A.L. 1965 p. 532)

Corporation holding ninety percent of the shares of another maymerge without election, when.

351.447. 1. In any case in which at least ninety percent of the outstanding shares of each class of a corporation or corporations is owned by another corporation and one of the corporations is a domestic corporation and the other or others are domestic corporations, or foreign corporations if the laws of the jurisdictions of their incorporation permit a corporation of that jurisdiction to merge with a corporation of another jurisdiction, the corporation having such share ownership may either merge the other corporation or corporations into itself and assume all of its or their obligations, or merge itself, or itself and one or more of the other corporations, into one of the other corporations without any vote of the shareholders of any domestic corporation, in which event the articles of merger shall state that the plan of merger has been adopted pursuant to this section and shall set forth the resolution of the board of directors of the parent corporation approving the plan of merger and the date of adoption of the resolution and shall state that the parent corporation is in compliance with the ninety percent ownership requirement of this section and will maintain at least ninety percent ownership until the issuance of the certificate of merger by the secretary of state; provided, however, that if the parent corporation shall not own all of the outstanding shares of all the subsidiary corporations, parties to a merger as aforesaid, the plan of merger shall set forth the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender of each share of the subsidiary corporation or corporations not owned by the parent corporation; and provided further, that if the parent corporation is not the surviving corporation, the plan of merger shall include provision for the pro rata issuance of shares of the surviving corporation to the holders of the shares of the parent corporation on surrender of the certificates therefor, and the articles of merger shall state that the proposed merger has been approved by receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares of the parent corporation entitled to vote thereon at a meeting thereof duly called and held, or the articles of merger shall state that in lieu of such required voting, the proposed merger has been approved by the directors of each of the corporations, that the rights and benefits of the shareholders as set forth in section 351.093 are the same, and that the surviving corporation is solvent and will retain the name of the parent. If the surviving corporation is a foreign corporation, the provisions of section 351.458 shall also apply to a merger under this section.

2. If the surviving corporation is a domestic corporation, it may change its corporate name by the inclusion of a provision to that effect in the plan of merger adopted by the directors of the parent corporation, and upon the effective date of the merger the name of the corporation shall be so changed if the name is available.

3. In the event all of the shares of a subsidiary domestic corporation party to a merger effected under this section are not owned by the parent corporation immediately prior to the merger, the surviving corporation shall, within ten days after the effective date of the merger, notify each shareholder of the subsidiary domestic corporation that the merger has become effective. The notice shall be sent by certified or registered mail, return receipt requested, addressed to the shareholder at his address as it appears on the records of the corporation. Any shareholder of the subsidiary domestic corporation may, within twenty days after the date of mailing of the notice, demand in writing from the surviving corporation payment of the value of his shares immediately prior to the merger exclusive of any element of value arising from the expectation or accomplishment of the merger. If during a period of thirty days after the period of twenty days the surviving corporation and any objecting shareholder fail to agree as to the value of the shares, then the provisions of subsection 3 of section 351.455 shall apply, except that the judgment shall be for the value of the shares immediately prior to the merger as provided in the preceding sentence.

4. The provisions of section 351.455 shall apply to a merger effected under this section only to the limited extent provided in subsection 3 of this section.

(L. 1977 S.B. 115, A.L. 1979 S.B. 216, A.L. 1985 H.B. 117)

Merger without shareholders' vote, when--requirements, results.

351.448. 1. Unless expressly required by its articles of incorporation for a holding company reorganization pursuant to this section through the use of a specific reference to this section, no vote of shareholders of a domestic corporation shall be necessary to authorize a merger with or into a single indirect wholly owned subsidiary of such domestic corporation but solely in connection with a holding company reorganization if:

(1) Such domestic corporation and the indirect wholly owned subsidiary of such domestic corporation are the only constituent corporations to the merger;

(2) Each share or fraction of a share of the capital stock of such domestic corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal fraction of share of capital stock of a holding company having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the share or fraction of a share of stock of such domestic corporation being converted in the merger;

(3) The holding company and each of the constituent corporations to the merger are corporations of this state;

(4) The articles of incorporation and bylaws of the holding company immediately following the effective time of the merger contain provisions identical to the articles of incorporation and bylaws of such domestic corporation immediately prior to the effective time of the merger, other than provisions, if any, regarding the incorporator or incorporators, the corporate name, registered office and agent, the initial board of directors and the initial subscribers for shares and such provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification or cancellation of stock, if such change, exchange, reclassification or cancellation has become effective;

(5) As a result of the merger such domestic corporation or its successor corporation becomes or remains a direct or indirect wholly owned subsidiary of the holding company;

(6) The directors of such domestic corporation become or remain the directors of the holding company upon the effective time of the merger;

(7) The articles of incorporation of the surviving corporation immediately following the effective time of the merger are identical to the articles of incorporation of such domestic corporation immediately prior to the effective time of the merger, other than provisions, if any, regarding the incorporator or incorporators, the corporate name, registered office and agent, elections and composition of the board of directors, the initial board of directors and the initial subscribers for shares and such provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification or cancellation of stock, if such change, exchange, reclassification or cancellation has become effective; provided, however, that:

(a) The articles of incorporation of the surviving corporation shall be amended in the merger to contain a provision requiring that any act or transaction by or involving the surviving corporation that requires for its adoption pursuant to this chapter or its articles of incorporation the approval of the shareholders of the surviving corporation shall, by specific reference to this section, require, in addition, the approval of the shareholders of the holding company, or any successor by merger, by the same vote as is required by this chapter or by the articles of incorporation of the surviving corporation, or both; and

(b) The articles of incorporation of the surviving corporation may be amended in the merger to reduce the number of classes and shares of capital stock that the surviving corporation is authorized to issue; and

(8) The shareholders of such domestic corporation do not recognize gain or loss for United States federal income tax purposes as determined by the board of directors of such domestic corporation.

2. As used in this section only, the term "holding company" means a corporation which, from its incorporation until consummation of a merger governed by this section, was at all times a direct or indirect wholly owned subsidiary of such domestic corporation and whose capital stock is issued in such merger.

3. From and after the effective time of a merger adopted by such domestic corporation by action of its board of directors and without any vote of shareholders pursuant to this section:

(1) To the extent the restrictions of section 351.407 or 351.459 applied to such domestic corporation and its shareholders or shares at the effective time of the merger, such restrictions shall apply to the holding company and its shareholders or shares immediately after the effective time of the merger as though it were such domestic corporation, and all shares of stock of the holding company acquired in the merger shall for purposes of sections 351.407 and 351.459 be deemed to have been acquired at the time that the shares of stock of such domestic corporation converted in the merger were acquired, and provided further that any shareholder who immediately prior to the effective time of the merger was not an interested shareholder within the meaning of section 351.459 shall not solely by reason of the merger become an interested shareholder of the holding company; and

(2) If the corporate name of the holding company immediately following the effective time of the merger is the same as the corporate name of such domestic corporation immediately prior to the effective time of the merger, the shares of capital stock of the holding company into which the shares of capital stock of such domestic corporation are converted in the merger shall be represented by the stock certificates that previously represented shares of capital stock of such domestic corporation.

4. If a plan of merger is adopted by such domestic corporation by action of its board of directors and without any vote of shareholders pursuant to this section, the articles of merger shall state that the plan of merger has been adopted pursuant to this section and shall set forth the resolution of the board of directors of such domestic corporation approving the plan of merger and the date of adoption of the resolution and shall state that the conditions in the first sentence of subsection 1 of this section have been satisfied. The articles of merger shall also set forth the plan of merger and as to each of the constituent corporations to the merger, the number of shares outstanding, shall be executed as provided in section 351.430 and shall be filed in accordance with section 351.435 and the merger shall become effective in accordance with section 351.440*.

5. The provisions of section 351.455 shall not apply to a merger effected pursuant to this section.

6. Nothing in this section shall amend, alter, modify, restrict, limit or otherwise change the provisions of section 351.447. As provided in section 351.017, actions taken in accordance with this section and with any other section of this chapter are acts of independent legal significance.

(L. 1998 H.B. 1309 merged with S.B. 680, A.L. 1999 H.B. 282 merged with S.B. 278, A.L. 2004 H.B. 1664)

*Section 351.440 was repealed by S.B. 288 in 2001.

New status after merger or consolidation has been effected.

351.450. When such merger or consolidation has been effected:

(1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.

(2) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.

(3) Such surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under this chapter.

(4) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.

(5) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any of such corporations shall be impaired by such merger or consolidation.

(6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles are stated in the articles of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation.

(7) The aggregate amount of the net assets of the merging or consolidating corporations which was available for the payment of dividends immediately prior to such merger or consolidation, to the extent that the value thereof is not transferred to stated capital by the issuance of shares or otherwise, shall continue to be available for the payment of dividends by such surviving or new corporation.

(L. 1943 p. 410 § 70)

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

351.455. 1. Any shareholder shall be deemed a dissenting shareholder and entitled to appraisal under this section if such shareholder:

(1) Owns stock of a corporation which is a party to a merger or consolidation as of the record date for the meeting of shareholders at which the plan of merger or consolidation is submitted to a vote;

(2) Files with the corporation before or at such meeting a written objection to such plan of merger or consolidation;

(3) Does not vote in favor thereof if the shareholder owns voting stock as of such record date; and

(4) Makes written demand on the surviving or new corporation within twenty days after the merger or consolidation is effected for payment of the fair value of such shareholder's shares as of the day before the date on which the vote was taken approving the merger or consolidation.

2. The surviving or new corporation shall pay to each such dissenting shareholder, upon surrender of his or her certificate or certificates representing said shares in the case of certificated shares, the fair value thereof. Such demand shall state the number and class of the shares owned by such dissenting shareholder. Any shareholder who:

(1) Fails to file a written objection prior to or at such meeting;

(2) Fails to make demand within the twenty-day period; or

(3) In the case of a shareholder owning voting stock as of such record date, votes in favor of the merger or consolidation;

shall be conclusively presumed to have consented to the merger or consolidation and shall be bound by the terms thereof and shall not be deemed to be a dissenting shareholder.

3. Notwithstanding the provisions of subsection 1 of section 351.230, notice under the provisions of subsection 1 of section 351.230 stating the purpose for which the meeting is called shall be given to each shareholder owning stock as of the record date for the meeting of shareholders at which the plan of merger or consolidation is submitted to a vote, whether or not such shareholder is entitled to vote.

4. If within thirty days after the date on which such merger or consolidation was effected the value of such shares is agreed upon between the dissenting shareholder and the surviving or new corporation, payment therefor shall be made within ninety days after the date on which such merger or consolidation was effected, upon the surrender of his or her certificate or certificates representing said shares in the case of certificated shares. Upon payment of the agreed value the dissenting shareholder shall cease to have any interest in such shares or in the corporation.

5. If within such period of thirty days the shareholder and the surviving or new corporation do not so agree, then the dissenting shareholder may, within sixty days after the expiration of the thirty-day period, file a petition in any court of competent jurisdiction within the county in which the registered office of the surviving or new corporation is situated, asking for a finding and determination of the fair value of such shares, and shall be entitled to judgment against the surviving or new corporation for the amount of such fair value as of the day prior to the date on which such vote was taken approving such merger or consolidation, together with interest thereon to the date of such judgment. The judgment shall be payable only upon and simultaneously with the surrender to the surviving or new corporation of the certificate or certificates representing said shares in the case of certificated shares. Upon the payment of the judgment, the dissenting shareholder shall cease to have any interest in such shares, or in the surviving or new corporation. Such shares may be held and disposed of by the surviving or new corporation as it may see fit. Unless the dissenting shareholder shall file such petition within the time herein limited, such shareholder and all persons claiming under such shareholder shall be conclusively presumed to have approved and ratified the merger or consolidation, and shall be bound by the terms thereof.

6. The right of a dissenting shareholder to be paid the fair value of such shareholder's shares as herein provided shall cease if and when the corporation shall abandon the merger or consolidation.

7. When the remedy provided for in this section is available with respect to a transaction, such remedy shall be the exclusive remedy of the shareholder as to that transaction, except in the case of fraud or lack of authorization for the transaction.

(L. 1943 p. 410 § 71, A.L. 2003 S.B. 394, A.L. 2006 H.B. 1715)

(2001) In dissenting shareholders' appraisal proceeding, proper valuation of minority stock calculates value of corporation as a whole and awards pro-rata share to dissenting shareholders; applications of a minority discount and a discount for lack of marketability are inappropriate. Swope v. Siegel-Robert, Inc., 243 F.3d 486 (8th Cir.).

Merger or consolidation with foreign corporation--procedure.

351.458. 1. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:

(1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized;

(2) If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to do business in this state, and regardless of whether or not it is to do business in this state it shall file with the secretary of state of this state:

(a) An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation which is a party to the merger or consolidation the amount, if any, to which they shall be entitled under provisions of this chapter with respect to the rights of dissenting shareholders, and

(b) An agreement that it may be served with process in this state, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process, in any proceeding based upon any cause of action against any such domestic corporation arising in this state prior to the issuance of the certificate of merger or the certificate of consolidation by the secretary of state of this state, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation.

2. The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations; except, if the surviving or new corporation is to be governed by the laws of any state other than this state, to the extent that the laws of the other state shall otherwise provide.

3. If the surviving or new corporation is a foreign corporation, the effective date of such merger or consolidation shall be the date on which the same becomes effective in the state of domicile of such surviving or new corporation and the provisions of section 351.440 shall not apply. A document from the state of the domicile of the surviving corporation in the case of a merger, or the new corporation in the case of a consolidation, certifying that the merger or consolidation has become effective in such state shall be a requirement for the merger or consolidation becoming effective in this state.

(L. 1961 p. 248, A.L. 1965 p. 532, A.L. 2001 S.B. 288)

Effective 7-01-01

Definitions--business combinations, requirements--permittedcombinations--exceptions.

351.459. 1. For the purposes of this section, the following terms mean:

(1) "Affiliate", a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person;

(2) "Announcement date", when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for such business combination;

(3) "Associate", when used to indicate a relationship with any person, means any corporation or organization of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of voting stock, any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and any relative or spouse of such person, or any relative of such spouse, who has the same home as such person;

(4) "Beneficial owner", when used with respect to any stock, means a person that:

(a) Individually or with or through any of its affiliates or associates, beneficially owns such stock, directly or indirectly; or

(b) Individually or with or through any of its affiliates or associates, has the right to acquire such stock, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the beneficial owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such tendered stock is accepted for purchase or exchange; or the right to vote such stock pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a person shall not be deemed the beneficial owner of any stock under this item if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the Exchange Act and is not then reportable on a Schedule 13D under the Exchange Act, or any comparable or successor report; or

(c) Has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in paragraph (b) of this subdivision, or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock;

(5) "Business combination", when used in reference to any domestic corporation and any interested shareholder of such domestic corporation, means:

(a) Any merger or consolidation of such domestic corporation or any subsidiary of such domestic corporation with such interested shareholder or any other corporation, whether or not itself an interested shareholder of such domestic corporation, which is, or after such merger or consolidation would be, an affiliate or associate of such interested shareholder;

(b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions to or with such interested shareholder or any affiliate or associate of such interested shareholder of assets of such domestic corporation or any subsidiary of such domestic corporation having an aggregate market value equal to ten percent or more of the aggregate market value of all the assets, determined on a consolidated basis, of such domestic corporation, having an aggregate market value equal to ten percent or more of the aggregate market value of all the outstanding stock of such domestic corporation, or representing ten percent or more of the earning power or net income, determined on a consolidated basis, of such domestic corporation;

(c) The issuance or transfer by such domestic corporation or any subsidiary of such domestic corporation, in one transaction or a series of transactions, of any stock of such domestic corporation or any subsidiary of such domestic corporation which has an aggregate market value equal to five percent or more of the aggregate market value of all the outstanding stock of such domestic corporation to such interested shareholder or any affiliate or associate of such interested shareholder except pursuant to the exercise of warrants or rights to purchase stock offered, or a dividend or distribution paid or made, pro rata to all shareholders of such domestic corporation;

(d) The adoption of any plan or proposal for the liquidation or dissolution of such domestic corporation proposed by, or pursuant to any agreement, arrangement or understanding, whether or not in writing, with such interested shareholder or any affiliate or associate of such interested shareholder;

(e) Any reclassification of securities, including, without limitation, any stock split, stock dividend, or other distributions of stock in respect of stock, or any reverse stock split, or recapitalization of such domestic corporation, or any merger or consolidation of such domestic corporation with any subsidiary of such domestic corporation, or any other transaction, whether or not with or into or otherwise involving such interested shareholder, proposed by, or pursuant to any agreement, arrangement or understanding, whether or not in writing, with such interested shareholder or any affiliate or associate of such interested shareholder, which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of voting stock or securities convertible into voting stock of such domestic corporation or any subsidiary of such domestic corporation which is directly or indirectly owned by such interested shareholder or any affiliate or associate of such interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or

(f) Any receipt by such interested shareholder or any affiliate or associate of such interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of such domestic corporation, of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by or through such domestic corporation;

(6) "Common stock", any stock other than preferred stock;

(7) "Consummation date", with respect to any business combination, means the date of consummation of such business combination, or, in the case of a business combination as to which a shareholder vote is taken, the later of the business day prior to the vote or twenty days prior to the date of consummation of such business combination;

(8) "Control", including the terms "controlling", "controlled by" and "under common control with", the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person's beneficial ownership of ten percent or more of a corporation's outstanding voting stock shall create a presumption that such person has control of such corporation. Notwithstanding the foregoing, a person shall not be deemed to have control of a corporation if such person holds voting stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of such corporation;

(9) "Domestic corporation", a corporation incorporated under the laws of the state of Missouri;

(10) "Exchange Act", the act of Congress known as the "Securities Exchange Act of 1934", as the same has been or hereafter may be amended from time to time;

(11) "Interested shareholder", when used in reference to any domestic corporation, any person, other than such domestic corporation or any subsidiary of such domestic corporation, that:

(a) Is the beneficial owner, directly or indirectly, of twenty percent or more of the outstanding voting stock of such domestic corporation; or

(b) Is an affiliate or associate of such domestic corporation and at any time within the five-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of twenty percent or more of the then outstanding voting stock of such domestic corporation; provided that, for the purpose of determining whether a person is an interested shareholder, the number of shares of voting stock of such domestic corporation deemed to be outstanding shall include shares deemed to be beneficially owned by the person through application of subdivision (4) of this subsection but shall not include any other unissued shares of voting stock of such domestic corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise;

(12) "Market value", when used in reference to stock or property of any domestic corporation, means:

(a) In the case of stock, the highest closing sale price during the thirty-day period immediately preceding the date in question of a share of such stock on the composite tape for New York stock exchange listed stocks, or, if such stock is not quoted on such composite tape or if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the thirty-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the board of directors of such domestic corporation in good faith; and

(b) In the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the board of directors of such domestic corporation in good faith;

(13) "Preferred stock", any class or series of stock of a domestic corporation which under the bylaws or articles of incorporation of such domestic corporation is entitled to receive payment of dividends prior to any payment of dividends on some other class or series of stock, or is entitled in the event of any voluntary liquidation, dissolution or winding up of the domestic corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of stock;

(14) "Stock" means:

(a) Any stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting trust certificate, or any certificate of deposit for stock; and

(b) Any security convertible, with or without consideration, into stock, or any warrant, call or other option or privilege of buying stock without being bound to do so, or any other security carrying any right to acquire, subscribe to or purchase stock;

(15) "Stock acquisition date", with respect to any person and any domestic corporation, means the date that such person first becomes an interested shareholder of such domestic corporation;

(16) "Subsidiary" of any domestic corporation means any other corporation of which voting stock, having a majority of the outstanding voting stock of such other corporation, is owned, directly or indirectly, by such domestic corporation;

(17) "Voting stock", shares of capital stock of a corporation entitled to vote generally in the election of directors.

2. Notwithstanding anything to the contrary contained in this section, except the provisions of subsection 4 of this section, no domestic corporation shall engage in any business combination with any interested shareholder of such domestic corporation for a period of five years following such interested shareholder's stock acquisition date unless such business combination or the purchase of stock made by such interested shareholder on such interested shareholder's stock acquisition date is approved by the board of directors of such domestic corporation on or prior to such stock acquisition date. If a good faith proposal is made in writing to the board of directors of such domestic corporation regarding a business combination, the board of directors shall respond, in writing, within sixty days or such shorter period, if any, as may be required by the Exchange Act, setting forth its reasons for its decision regarding such proposal. If a good faith proposal to purchase stock is made in writing to the board of directors of such domestic corporation, the board of directors, unless it responds affirmatively in writing within sixty days or such shorter period, if any, as may be required by the Exchange Act, shall be deemed to have disapproved such stock purchase.

3. Notwithstanding anything to the contrary contained in this section, except the provisions of subsections 2 and 4 of this section, no domestic corporation shall engage at any time in any business combination with any interested shareholder of such domestic corporation other than any of the following business combinations:

(1) A business combination approved by the board of directors of such domestic corporation prior to such interested shareholder's stock acquisition date, or where the purchase of stock made by such interested shareholder on such interested shareholder's stock acquisition date had been approved by the board of directors of such domestic corporation prior to such interested shareholder's stock acquisition date;

(2) A business combination approved by the affirmative vote of the holders of a majority of the outstanding voting stock not beneficially owned by such interested shareholder or any affiliate or associate of such interested shareholder at a meeting called for such purpose no earlier than five years after such interested shareholder's stock acquisition date;

(3) A business combination that meets all of the following conditions:

(a) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of common stock of such domestic corporation in such business combination is at least equal to the higher of the following:

a. The highest per-share price paid by such interested shareholder at a time when he was the beneficial owner, directly or indirectly, of five percent or more of the outstanding voting stock of such domestic corporation, for any shares of common stock of the same class or series acquired by it within the five-year period immediately prior to the announcement date with respect to such business combination, or within the five-year period immediately prior to, or in, the transaction in which such interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which such highest per-share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of common stock since such earliest date, up to the amount of such interest; and

b. The market value per share of common stock on the announcement date with respect to such business combination or on such interested shareholder's stock acquisition date, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of common stock since such date, up to the amount of such interest;

(b) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of stock, other than common stock, of such domestic corporation is at least equal to the highest of the following, whether or not such interested shareholder has previously acquired any shares of such class or series of stock:

a. The highest per-share price paid by such interested shareholder at a time when he was the beneficial owner, directly or indirectly, of five percent or more of the outstanding voting stock of such domestic corporation, for any shares of such class or series of stock acquired by him within the five-year period immediately prior to the announcement date with respect to such business combination, or within the five-year period immediately prior to, or in, the transaction in which such interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which such highest per-share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series of stock since such earliest date, up to the amount of such interest;

b. The highest preferential amount per share to which the holders of shares of such class or series of stock are entitled in the event of any voluntary liquidation, dissolution or winding up of such domestic corporation, plus the aggregate amount of any dividends declared or due as to which such holders are entitled prior to payment of dividends on some other class or series of stock, unless the aggregate amount of such dividends is included in such preferential amount; and

c. The market value per share of such class or series of stock on the announcement date with respect to such business combination or on such interested shareholder's stock acquisition date, whichever is higher; plus interest compounded annually from such date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of such class or series of stock since such date, up to the amount of such interest;

(c) The consideration to be received by holders of a particular class or series of outstanding stock, including common stock, of such domestic corporation in such business combination is in cash or in the same form as the interested shareholder has used to acquire the largest number of shares of such class or series of stock previously acquired by it, and such consideration shall be distributed promptly;

(d) The holders of all outstanding shares of stock of such domestic corporation not beneficially owned by such interested shareholder immediately prior to the consummation of such business combination are entitled to receive in such business combination cash or other consideration for such shares in compliance with paragraphs (a), (b) and (c) of this subdivision;

(e) After such interested shareholder's stock acquisition date and prior to the consummation date with respect to such business combination, such interested shareholder has not become the beneficial owner of any additional shares of voting stock of such domestic corporation except:

a. As part of the transaction which resulted in such interested shareholder becoming an interested shareholder;

b. By virtue of proportionate stock splits, stock dividends or other distributions of stock in respect of stock not constituting a business combination under paragraph (e) of subdivision (5) of subsection 1 of this section;

c. Through a business combination meeting all of the conditions of subsection 2 of this section and this subsection; or

d. Through purchase by such interested shareholder at any price which, if such price had been paid in an otherwise permissible business combination the announcement date and consummation date of which were the date of such purchase, would have satisfied the requirements of paragraphs (a), (b) and (c) of this subdivision.

4. The provisions of this section shall not apply to:

(1) Any business combination of a domestic corporation that does not have a class of voting stock registered with the securities and exchange commission pursuant to Section 12 of the Exchange Act, unless the articles of incorporation provide otherwise; or

(2) Any business combination of a domestic corporation whose articles of incorporation have been amended to provide that such domestic corporation shall be subject to the provisions of this section, which did not have a class of voting stock registered with the securities and exchange commission pursuant to Section 12 of the Exchange Act on the effective date of such amendment, and which is a business combination with an interested shareholder whose stock acquisition date is prior to the effective date of such amendment; or

(3) Any business combination of a domestic corporation the original articles of incorporation of which contain a provision expressly electing not to be governed by this section, or which adopts an amendment to such domestic corporation's bylaws prior to August 1, 1986, expressly electing not to be governed by this section, or which adopts an amendment to such domestic corporation's bylaws, approved by the affirmative vote of the holders, other than interested shareholders and their affiliates and associates, expressly electing not to be governed by this section, provided that such amendment to the bylaws shall not be effective until eighteen months after such vote of such domestic corporation's shareholders and shall not apply to any business combination of such domestic corporation with an interested shareholder whose stock acquisition date is on or prior to the effective date of such amendment; or

(4) Any business combination of a domestic corporation with an interested shareholder of such domestic corporation which became an interested shareholder inadvertently, if such interested shareholder as soon as practicable, divests itself of a sufficient amount of the voting stock of such domestic corporation so that it no longer is the beneficial owner, directly or indirectly, of twenty percent or more of the outstanding voting stock of such domestic corporation, and would not at any time within the five-year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition;

(5) Any business combination with an interested shareholder who was the beneficial owner, directly or indirectly, of five percent or more of the outstanding voting stock of such domestic corporation on December 1, 1985, and remained so to such interested shareholder's stock acquisition date;

(6) Any business combination with an interested shareholder or any of its affiliates or associates, provided that such interested shareholder became an interested shareholder at a time when the restrictions contained in this section did not apply by reason of:

(a) Any of subdivisions (1) through (5) of this subsection; or

(b) The fact that the corporation was not then a domestic corporation, provided, however, that this subdivision shall not apply if, at the time such interested shareholder became an interested shareholder, the corporation's articles of incorporation contained a provision authorized by the last sentence of this subsection. This subdivision shall apply regardless of whether the stock acquisition date of such interested shareholder occurred prior to August 28, 1999.

Notwithstanding subdivisions (1), (2), (3), (4) and (5) of this subsection, a corporation, whether or not a domestic corporation, may elect by a provision of its original articles of incorporation or any amendment thereto to be governed by this section; provided that any such amendment to the articles of incorporation shall not apply to restrict a business combination between the corporation and an interested shareholder of the corporation or any of its affiliates or associates if the interested shareholder became such prior to the effective date of the amendment.

(L. 1986 H.B. 1667, A.L. 1989 S.B. 141, A.L. 1999 S.B. 278, A.L. 2007 H.B. 431)

Merger of domestic corporation.

351.461. A domestic corporation may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities at least one of which is not a corporation, as provided in sections 347.700 to 347.735.

(L. 1993 S.B. 66 & 20)

Effective 12-1-93

Dissolution by incorporators or initial directors.

351.462. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:

(1) The name of the corporation;

(2) The date of its incorporation;

(3) Either that none of the corporation's shares have been issued, or that the corporation has not commenced business;

(4) That no debt of the corporation remains unpaid;

(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(6) That a majority of the incorporators or initial directors authorized the dissolution.

(L. 1990 H.B. 1432)

Dissolution by board of directors and shareholders.

351.464. 1. A corporation's board of directors may propose dissolution for submission to the shareholders.

2. For a proposal to dissolve to be adopted:

(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5 of this section.

3. The board of directors may condition its submission of the proposal for dissolution on any basis.

4. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 351.230. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

5. Unless the articles of incorporation or the board of directors, acting pursuant to subsection 3 of this section, require a greater vote, including a vote by any class of stock or any series of any class, the proposal to dissolve to be adopted must be approved by at least two-thirds of the votes entitled to be cast on that proposal.

(L. 1990 H.B. 1432)

Dissolution by consent of all shareholders.

351.466. A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution.

(L. 1990 H.B. 1432)

Filing for discontinuation of certain corporations--procedure.

351.467. 1. If the stockholders of a corporation of this state, having only two shareholders each of which own fifty percent of the stock therein, shall be unable to agree upon the desirability of continuing the business of such corporation, either stockholder may file with the circuit court in which the principal place of business of such corporation is located a petition stating that it desires to discontinue the business of such corporation and to dispose of the assets used in such business in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation.

2. Unless both stockholders file with the court: (1) within ninety days of the date of the filing of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or a modification thereof, and (2) within one hundred eighty days from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan had been completed, the court shall dissolve such corporation and shall by appointment of one or more trustees or receivers, administer and wind up its affairs in a method intended to realize the maximum value for the stockholders, including the sale of the company as a going concern, if appropriate. Either or both of the above periods may be extended by agreement of the stockholder, evidenced by a certificate similarly executed, acknowledged and filed with the court prior to the expiration of such period.

3. If, at any time within ninety days prior to the date upon which a petition is filed pursuant to subsection 1 of this section, shares of a corporation are owned by or for the benefit of persons who would be deemed related taxpayers for purposes of Section 267 of the Internal Revenue Code of 1986, as amended, or the regulations promulgated thereunder, then such shares shall be deemed owned by one stockholder for purposes of this section.

(L. 1999 S.B. 278)

Articles of dissolution.

351.468. 1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:

(1) The name of the corporation;

(2) The date dissolution was authorized;

(3) If dissolution was approved by the shareholders:

(a) The number of votes entitled to be cast on the proposal to dissolve; and

(b) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval or a statement that the dissolution was approved by the written consent of all shareholders;

(4) If voting by any class of stock or any series of any class of stock was required, the information required by subdivision (3) of this subsection must be separately provided for each class of stock or series thereof entitled to vote separately on the plan to dissolve.

2. A corporation is dissolved upon the effective date of its articles of dissolution.

(L. 1990 H.B. 1432)

Revocation of dissolution.

351.474. 1. A corporation may revoke its dissolution within one hundred twenty days of its effective date.

2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

3. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(1) The name of the corporation;

(2) The effective date of the dissolution that was revoked;

(3) The date that the revocation of dissolution was authorized;

(4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;

(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(6) If shareholder action was required to revoke the dissolution, the information required by subdivision (3) or (4) of subsection 1 of section 351.468.

4. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

5. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution has never occurred.

(L. 1990 H.B. 1432)

Effect of dissolution.

351.476. 1. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its shareholders according to their interests; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

2. Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) Subject its directors or officers to standards of conduct different from those applicable to directors and officers of a corporation which has not been dissolved; provided that any such officer or director who conducts business on behalf of the corporation except as provided in this section shall be personally liable for any obligation so incurred;

(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;

(7) Terminate the authority of the registered agent of the corporation; or

(8) Make available for use by others its corporate name for a period of one year from the effective date of its dissolution.

(L. 1990 H.B. 1432)

Known claims against dissolved corporation.

351.478. 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation shall dispose of the known claims against it by following the procedure described in this section.

2. The corporation shall notify its known claimants in writing by United States Postal Service of the dissolution at any time after dissolution is authorized. The written notice must:

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be fewer than one hundred eighty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

(4) State that the claim will be barred if not received by the deadline.

3. Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, a claim against a corporation dissolved without fraudulent intent is barred:

(1) If a claimant who was given written notice pursuant to subsection 2 of this section does not deliver the claim to the corporation by the deadline;

(2) If a claimant whose claim was rejected by the dissolved corporation does not commence proceedings to enforce the claim within ninety days from the effective date of the rejection notice.

4. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

5. For purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the authorization for dissolution was to defraud shareholders, creditors or others.

(L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2001 S.B. 288)

Effective 7-01-01

Unknown claims against dissolved corporation.

351.482. 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

2. The notice shall:

(1) Be published one time in a newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is or was last located;

(2) Be published one time in a publication of statewide circulation whose audience is primarily persons engaged in the practice of law in this state and which is published not less than four times per year;

(3) At the request of the corporation, be published by the secretary of state in an electronic format accessible to the public;

(4) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(5) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.

3. Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, if a corporation dissolved without fraudulent intent publishes notices in accordance with subsection 2 of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of whichever of the notices was published last:

(1) A claimant who did not receive written notice pursuant to section 351.478;

(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;

(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

4. A claim may be enforced pursuant to this section only:

(1) Against the dissolved corporation, to the extent of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims pursuant to this section may not exceed the total amount of assets distributed to the shareholder.

5. For purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the authorization for dissolution or the dissolution was to defraud shareholders, creditors or others.

(L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2000 S.B. 896, A.L. 2001 S.B. 288)

Effective 7-01-01

Certain claims against insured dissolved corporations, limitations.

351.483. 1. Notwithstanding any other provision of this chapter to the contrary, subject to subsection 2 of this section, a claim against a corporation dissolved pursuant to this chapter for which claim the corporation has a contract of insurance which will indemnify the corporation for any adverse result from such claim:

(1) Is not subject to the provisions of section 351.478 or 351.482, and may not be barred by compliance with those sections;

(2) May be asserted at any time within the statutory period otherwise provided by law for such claims;

(3) May be asserted against, and service of process had upon, the dissolved or dissolving corporation for whom the court, at the request of the party bringing the suit, shall appoint a defendant ad litem.

2. Judgments obtained in suits filed and prosecuted pursuant to this section shall only be enforceable against one or more contracts of insurance issued to the corporation, its officers, directors, agents, servants or employees, indemnifying them, or any of them, against such claims.

(L. 1995 S.B. 115)

Grounds for administrative dissolution.

351.484. The secretary of state may commence a proceeding pursuant to section 351.486 to dissolve a corporation administratively if:

(1) The corporation fails to pay any final assessment of Missouri corporation franchise tax as provided in chapter 147 and the director of revenue has notified the secretary of state of such failure;

(2) The corporation fails or neglects to file the Missouri corporation franchise tax report required pursuant to chapter 147, provided the director of revenue has provided a place on both the individual and corporation income tax return to indicate no such tax is due and provided the director has delivered or mailed at least two notices of such failure to file to the usual place of business of such corporation or the corporation's last known address and the corporation has failed to respond to such second notice within thirty days of the date of mailing of the second notice and the director of revenue has notified the secretary of state of such failure;

(3) The corporation fails to file any corporation income tax return or pay any final assessment of corporation income tax as provided in chapter 143 and the director of revenue has notified the secretary of state of such failure;

(4) The corporation does not deliver its corporate registration report to the secretary of state within ninety days after it is due;

(5) The corporation is without a registered agent or registered office in this state for thirty days or more;

(6) The corporation does not notify the secretary of state within thirty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;

(7) The corporation's period of duration stated in its articles of incorporation expires;

(8) The corporation procures its franchise through fraud practiced upon the state;

(9) The corporation has continued to exceed or abuse the authority conferred upon it by law, or has continued to violate any section or sections of the criminal law of the state of Missouri after a written demand to discontinue the same has been delivered by the secretary of state to the corporation, either personally or by mail;

(10) The corporation fails to pay any final assessment of employer withholding tax, as provided in sections 143.191 to 143.265, and the director of revenue has notified the secretary of state of such failure; or

(11) The corporation fails to pay any final assessment of sales and use taxes, as provided in chapter 144, and the director of revenue has notified the secretary of state of such failure.

(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1999 H.B. 516, A.L. 2003 H.B. 600, A.L. 2009 H.B. 481)

Procedure and effect of administrative dissolution.

351.486. 1. If the secretary of state determines that one or more grounds exist under section 351.484 for dissolving a corporation, he shall serve the corporation with written notice of his determination under section 351.380.

2. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected by posting with the United States Postal Service, the secretary of state shall dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve* a copy on the corporation under section 351.380 by posting with the United States Postal Service.

3. A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 351.476 and notify claimants under sections 351.478 and 351.482, and any officer or director who conducts business on behalf of a corporation so dissolved except as provided in this section shall be personally liable for any obligation so incurred.

4. The administrative dissolution of a corporation does not terminate the authority of its registered agent.

(L. 1990 H.B. 1432)

*Word "service" appears in original rolls.

Reinstatement following dissolution--name of reinstatedcorporation--administrative dissolution, effect of.

351.488. 1. A corporation administratively dissolved pursuant to section 351.486 may apply to the secretary of state for reinstatement. The application must:

(1) Recite the name of the corporation and the effective date of its administrative dissolution;

(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;

(3) State that the corporation's name satisfies the requirements of section 351.110;

(4) Contain a certificate from the department of revenue reciting that all taxes owed by the corporation, including all liabilities owed as determined by the division of employment security pursuant to chapter 288, have been paid or that a tax payback plan has been arranged with the department of revenue for liabilities owed to the department of revenue and a tax payback plan has been arranged with the department of labor and industrial relations division of employment security for any liabilities owed as determined by the division of employment security pursuant to chapter 288; and

(5) Be accompanied by a reinstatement fee in the amount of fifty dollars plus any delinquent fees, penalties, and charges that might have accrued.

2. If the secretary of state determines that the application contains the information and is accompanied by the fees required by subsection 1 of this section and that the information and fees are correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation as provided in section 351.380.

3. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.

4. In the event a corporation was administratively dissolved for failure to file an annual registration report, and the secretary of state determines that such failure was due to military service, as described in section 41.950, the secretary of state may determine to waive the requirements of subsection 1 of this section, including waiver of the reinstatement fee described in subdivision (5) of subsection 1 of this section, and shall, as required by subdivision (5) of subsection 1 of section 41.950, waive any penalties or charges as provided in subdivision (5) of subsection 1 of section 41.950. Upon making the determination that failure to file an annual registration report was due to military service, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation as provided in section 351.380. Nothing in this subsection shall be construed so as to waive the annual registration report fees due for the year or years in which no annual registration report was filed.

5. In the event the name was reissued prior to the time application for reinstatement was filed, the corporation applying for reinstatement may elect to reinstate using a new name that complies with the requirements of section 351.110, and that has been approved by appropriate action of the corporation for changing the name thereof.

(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1994 H.B. 1095, A.L. 1995 H.B. 558, A.L. 1996 H.B. 1368, A.L. 2006 H.B. 1427 merged with S.B. 845)

(2009) Reinstatement of an administratively dissolved corporation under statute is retroactive to the date of the administrative dissolution. OHM Properties v. Centrec Care, Inc., 302 S.W.3d 170 (Mo.App. E.D.).

Appeal from denial of reinstatement.

351.492. 1. If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation as provided in section 351.380 with a written notice that explains the reason or reasons for denial.

2. The corporation may appeal a denial of reinstatement as provided for in section 351.670.

(L. 1990 H.B. 1432)

Penalties for violations by corporations orbusinesses.

351.493. If a corporation or other business is found guilty of violating section 566.203, 566.206, 566.209, 566.210, 566.211, 566.212*, 566.213*, or 566.215, in addition to the criminal penalties described in such sections and other remedies provided for by law, the court may:

(1) Order its dissolution or reorganization;

(2) Order the suspension or revocation of any license, permit, or prior approval granted to it by the state;

(3) Order the surrender of its charter if it is organized under Missouri law or the revocation of its certificate to conduct business in Missouri if it is not organized under Missouri law.

(L. 2006 H.B. 1698, et al., A.L. 2014 S.B. 491)

Transferred 2014; formerly 566.265; Effective 1-01-17

*Section 566.212 transferred to 566.211 and section 566.213 transferred to 566.210 by S.B. 491, 2014, effective 1-01-17.

Grounds for judicial dissolution.

351.494. The circuit court may dissolve a corporation:

(1) In a proceeding by the attorney general if it is established that:

(a) The corporation obtained its articles of incorporation through fraud; or

(b) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(2) In a proceeding by a shareholder if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock;

(b) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or

(d) The corporate assets are being misapplied or wasted;

(3) In a proceeding by a creditor if it is established that:

(a) The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the corporation is insolvent; or

(b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

(L. 1990 H.B. 1432)

Procedure for judicial dissolution.

351.496. 1. Venue for a proceeding by the attorney general to dissolve a corporation lies in Cole County. Venue for a proceeding brought by any other party named in section 351.494 lies in the county where a corporation's principal office, or, if none in this state, its registered office, is or was last located.

2. It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

3. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(L. 1990 H.B. 1432)

Receivership or custodianship.

351.498. 1. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.

2. The court may appoint an individual or a domestic or foreign corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

3. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(1) The receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and may sue and defend in his own name as receiver of the corporation in all courts of this state;

(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

4. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.

5. The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.

(L. 1990 H.B. 1432)

Decree of dissolution.

351.502. 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 351.494 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.

2. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 351.476 and the notification of claimants in accordance with sections 351.478 and 351.482.

(L. 1990 H.B. 1432)

Deposit with state treasurer.

351.504. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay him or his representative that amount.

(L. 1990 H.B. 1432)

Request for termination--contents--fees.

351.522. 1. A dissolved corporation shall file a request for termination with the secretary of state's office when it has disposed of all claims filed against it pursuant to sections 351.478 and 351.482 and all remaining assets have been distributed to its shareholders. The request for termination shall state:

(1) The name of the corporation;

(2) The date of its dissolution;

(3) A statement that it has disposed of all claims filed against it pursuant to sections 351.478 and 351.482;

(4) A statement that all remaining assets have been distributed to its shareholders.

2. The filing fee for filing a request for termination is twenty dollars.

3. If the secretary of state finds that the request for termination conforms to law and the necessary fees have been paid, he shall issue a certificate of termination which will state that the corporation no longer exists and thus can not be recognized as a separate legal entity with rights and privileges. Upon the date of the issuance of the certificate of termination the corporation will cease existence and its name will be immediately available if not already available by subdivision (8) of subsection 2 of section 351.476.

(L. 1991 H.B. 219 § 1)

Effective 5-29-91

Certain corporations, directors and officers as trustees.

351.526. If the corporate rights and privileges of any corporation were forfeited prior to August 28, 1990, the directors and officers in office when the forfeiture occurred shall be the trustees of the corporation, and shall have full authority to wind up its business and affairs, sell and liquidate its property and assets, pay its debts and obligations, execute in its corporate name deeds and other instruments of transfer, and to distribute the net assets among the shareholders. The trustees as such may sue for and recover the debts and property due the corporation, describing it by its corporate name, and may be sued as such, and the trustees shall be jointly and severally responsible to the creditors and shareholders of the corporation to the extent of its property and effects that shall have come into their hands.

(L. 1995 S.B. 115)

Authority to transact business required.

351.572. 1. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.

2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1 of this section:

(1) Maintaining, defending, or settling any proceeding;

(2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;

(5) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(6) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(7) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(8) Transacting business in interstate commerce.

3. The list of activities in subsection 2 of this section is not exhaustive.

(L. 1990 H.B. 1432)

CROSS REFERENCE:

Foreign registered limited liability partnership not deemed to be transacting business in this state under corporate laws, 347.163

Consequences of transacting business without authority.

351.574. 1. A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

2. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action rising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

3. A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

4. Every foreign corporation now doing business in or which may hereafter do business in this state without a certificate of authority shall be subject to a fine of not less than one thousand dollars to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the secretary of state immediately after August first, of each year, and as often thereafter as he may be advised that corporations are doing business in contravention of sections 351.572 to 351.604, to report the fact to the prosecuting attorney of any city or county in which the corporation is doing business, and the prosecuting attorney shall, as soon thereafter as is practicable, institute proceedings to recover the fine herein provided for, which shall go into the school moneys fund as provided by law; in addition to which penalty, no foreign corporation, failing to comply with this chapter, can maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or* tort, while the requirements of sections 351.572 to 351.604 have not been complied with.

5. Notwithstanding subsections 1 and 2 of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.

(L. 1990 H.B. 1432)

*Word "of" appears in original rolls.

Application for certificate of authority.

351.576. 1. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:

(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 351.584;

(2) The name of the state or country under whose law it is incorporated;

(3) Its date of incorporation and period of duration;

(4) The street address of its principal office;

(5) The address of its registered office in this state and the name of its registered agent at that office;

(6) The names and usual business addresses of its current directors and officers; and

(7) Such other information as the secretary of state shall determine is necessary to calculate any fees or taxes associated with the issuance of a certificate of authority under section 351.572.

2. The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. Such corporation shall be required to pay into the state treasury a fee of one hundred fifty dollars for issuing the certificate of authority to do business in this state.

(L. 1990 H.B. 1432)

Amended certificate of authority.

351.578. 1. A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes:

(1) Its corporate name;

(2) The period of its duration; or

(3) The state or country of its incorporation.

2. The requirements of section 351.576 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.

(L. 1990 H.B. 1432)

Effect of certificate of authority.

351.582. 1. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter.

2. A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.

3. This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.

(L. 1990 H.B. 1432)

Corporate name of foreign corporation.

351.584. 1. If the corporate name of a foreign corporation does not satisfy the requirements of section 351.110, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:

(1) May add the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." to its corporate name for use in this state; or

(2) May use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name and such name satisfies the requirements of section 351.110.

2. Except as authorized by subsections 3 and 4 of this section, the corporate name, including a fictitious name, of a foreign corporation shall be distinguishable from:

(1) The corporate name of a corporation incorporated or authorized to transact business in this state;

(2) A corporate name reserved or registered under section 351.115;

(3) The fictitious name of another foreign corporation authorized to transact business in this state;

(4) The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state;

(5) The partnership name of a limited partnership or limited liability company formed pursuant to chapter 347 and chapter 359;

(6) A partnership name reserved or registered under chapter 359;

(7) The partnership name of a foreign limited partnership or foreign limited liability company authorized to transact business in this state or registered pursuant to the provisions of chapter 347 and chapter 359.

3. A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation, incorporated or authorized to transact business in this state, that is not distinguishable upon his records from the name applied for. The secretary of state shall authorize use of the name applied for if:

(1) The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or

(2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

4. A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state, and the foreign corporation:

(1) Has merged with the other corporation;

(2) Has been formed by reorganization of the other corporation; or

(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

5. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 351.110, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 351.110 and obtains an amended certificate of authority under section 351.578.

(L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20)

Effective 12-1-93

Registered office and agent of foreign corporation.

351.586. Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:

(1) A registered office that may be the same as any of its places of business; and

(2) A registered agent, who may be:

(a) An individual who resides in this state and whose business office is identical with the registered office;

(b) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or

(c) A foreign corporation or foreign not-for-profit corporation authorized to transact business in this state whose business office is identical with the registered office.

(L. 1990 H.B. 1432)

Change of registered office of agent of foreign corporation.

351.588. 1. A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:

(1) Its name;

(2) The street address of its current registered office;

(3) If the current registered office is to be changed, the street address of its new registered office;

(4) The name of its current registered agent;

(5) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and

(6) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

2. If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection 1 of this section and recites that the corporation has been notified of the change.

(L. 1990 H.B. 1432)

Resignation of registered agent of foreign corporation.

351.592. 1. The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the secretary of state for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.

2. After filing the statement, the secretary of state shall attach the filing receipt to one copy, and mail the copy and receipt to the registered office if not discontinued. The secretary of state shall mail the other copy to the foreign corporation at its principal office address shown in its most recent corporate registration report.

3. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

(L. 1990 H.B. 1432, A.L. 2009 H.B. 481)

Service on foreign corporation.

351.594. 1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.

2. A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent corporate registration report, if the foreign corporation:

(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;

(2) Has withdrawn from transacting business in this state as provided in section 351.596; or

(3) Has had its certificate of authority revoked under section 351.602.

If the corporation has no secretary or if the secretary cannot, after the exercise of reasonable diligence, be served, then service on the corporation may be obtained by registered or certified mail, return receipt requested, addressed to any person designated as a director or officer of the corporation at any place of business of the corporation, or at the residence of or any usual business address of such director or officer.

3. Service is perfected as provided in subsection 2 of this section at the earliest of:

(1) The date the foreign corporation receives the mail;

(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or

(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

4. This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.

(L. 1990 H.B. 1432, A.L. 2009 H.B. 481)

Withdrawal of foreign corporation, procedure.

351.596. 1. A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.

2. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:

(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(2) That it is not transacting business in this state, and that it surrenders its authority to transact business in this state or that it will not be transacting business in this state because of a merger or dissolution and that it surrenders its authority to transact business in this state on a certain delayed effective date as provided for in subsection 2 of section 351.048;

(3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;

(4) A mailing address to which the secretary of state may mail a copy of any process served on him pursuant to subdivision (3) of this subsection; and

(5) A commitment to notify the secretary of state for a period of five years after the effective date of the withdrawal of any change in its mailing address.

3. After the withdrawal of the corporation is effective, service of process on the secretary of state pursuant to this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth pursuant to subsection 2 of this section.

(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1998 S.B. 680)

Revocation.

351.598. The secretary of state may commence a proceeding pursuant to section 351.602 to revoke the certificate of a foreign corporation authorized to transact business in this state if:

(1) The foreign corporation does not deliver its corporate registration report to the secretary of state within thirty days after it is due;

(2) The foreign corporation fails to pay any final assessment of Missouri corporation franchise tax, as provided in chapter 147, and the director of revenue has notified the secretary of state of such failure;

(3) The foreign corporation is without a registered agent or registered office in this state for thirty days or more;

(4) The foreign corporation does not inform the secretary of state pursuant to section 351.588 or 351.592 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within thirty days of the change, resignation, or discontinuance;

(5) An incorporator, director, officer, or agent of the foreign corporation signed a document the person knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;

(6) The secretary of state receives a duly authenticated certificate from an official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger;

(7) The foreign corporation fails to pay any final assessment of employer withholding tax, as provided in sections 143.191 to 143.265, and the director of revenue has notified the secretary of state of such failure; or

(8) The foreign corporation fails to pay any final assessment of sales and use taxes, as provided in chapter 144, and the director of revenue has notified the secretary of state of such failure.

(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1999 H.B. 516, A.L. 2009 H.B. 481)

Procedure and effect of revocation.

351.602. 1. If the secretary of state determines that one or more grounds exist under section 351.598 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination as provided in section 351.594.

2. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under section 351.594, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation as provided in section 351.594.

3. The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

4. The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent corporate registration report or in any subsequent communication received from the corporation specifically advising the secretary of state of the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.

5. Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

(L. 1990 H.B. 1432, A.L. 2009 H.B. 481)

Reinstatement of revoked certificate--appeal of revocation.

351.604. 1. A foreign corporation may apply to the secretary of state for reinstatement. The application shall:

(1) Recite the name of the corporation and the effective date of its administrative revocation;

(2) State that the ground or grounds for revocation either did not exist or have been eliminated;

(3) State that the corporation's name satisfies the requirements of section 351.110;

(4) Contain a certificate from the department of revenue reciting that all taxes owed by the corporation have been paid or a tax payback plan has been arranged with the department of revenue; and

(5) Contain a reinstatement fee in the amount of fifty dollars plus any delinquent fees, penalties and charges that might have accrued.

2. If the secretary of state determines that the application contains the information and fees required by subsection 1 of this section and that the information and fees are correct, he shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and give notice to the corporation.

3. A foreign corporation may appeal the secretary of state's revocation of its certificate of authority as provided under section 351.670. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.

4. The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.

5. The court's final decision may be appealed as in other civil proceedings.

(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1998 H.B. 1216 merged with S.B. 844)

Effective 7-9-98

Statutory merger, foreign corporation, filing required.

351.606. Whenever a foreign corporation authorized to transact business in this state is a party to a statutory merger with any other foreign corporation as permitted by the laws of the state or* country under which it is organized, and such corporation is the surviving corporation, it shall file with the secretary of state a certificate showing the effective date of the merger issued by the proper officer of the state or country of the surviving corporation. It shall not be necessary for the corporation to procure either a new or an amended certificate of authority to transact business in this state unless the corporate name, corporate duration or the state of incorporation has changed.

(L. 1991 H.B. 219 § 2)

Effective 5-29-91

*Word "of" appears in original rolls.

No prior approval by state agency necessary for acquisition ofstocks and bonds by foreign corporations, when.

351.608. Notwithstanding any provision of law to the contrary in this or any other chapter, no foreign corporation doing business in this state shall be required to obtain prior approval of any state agency to acquire, directly or indirectly, the stock or bonds of another foreign corporation incorporated for, or engaged in, the same or a similar business which does not conduct business in this state. Nothing herein shall be construed to limit or impair any state agency from exercising any lawful authority as may be necessary to protect the interests of the public in this state with respect to any such acquisition. This provision is enacted in part to clarify and specify the law existing prior to August 28, 2001.

(L. 2001 S.B. 288)

Effective 7-01-01

Records possessed by corporations providing certain services to thepublic, definitions--applicability of section--records providedunder subpoena or warrant--accelerated or extended time forproduction of records--motion to quash--authenticityverified--Missouri corporations--no cause of action, when.

351.609. 1. For the purposes of this section, the following terms shall mean:

(1) "Adverse result", danger to the life or physical safety of an individual, a flight from prosecution, the destruction of or tampering with evidence, the intimidation of potential witnesses, or serious jeopardy to an investigation or undue delay of a trial that occurs as a result of the notification of a subpoena or search warrant;

(2) "Electronic communication services" and "remote computing services", the same meaning as provided by the Electronic Communications Privacy Act in Chapter 121 (commencing with Section 2701) of Part I of Title 18 of the United States Code Annotated, as amended. This section shall not apply to corporations that do not provide electronic communication services or remote computing services to the general public;

(3) "Foreign corporation", the same meaning as defined in section 351.015, and in addition, those corporations organized under the laws of the United States government;

(4) "Missouri corporation", any corporation governed by the general and business corporation law of Missouri under the provisions of this chapter that files its articles of incorporation with the Missouri secretary of state and is issued a certificate of incorporation under section 351.060;

(5) "Properly served", a subpoena or search warrant that has been delivered by hand, or in a manner reasonably allowing for proof of delivery by United States mail, overnight delivery service, or facsimile to any officer of a foreign corporation or its general manager in this state, or if the corporation is a bank to a cashier or an assistant cashier, or to any natural person designated by the foreign corporation as an agent for the service of process, or any person named in the latest certificate of the corporate agent if the corporation has designated such a corporate agent. A copy of the statement and designation, or a copy of the latest statement filed and certified by the secretary of state is sufficient evidence of the appointment of an agent for the service of process.

2. The provisions of this section shall apply to any subpoena or search warrant issued to search for records that are in the actual or constructive possession of a foreign corporation that provides electronic communication services or remote computing services to the general public, where those records would reveal the identity of the customers using the service, data stored by, or on behalf of, the customer, the customer's usage of those services, the recipient or destination of communications sent to or from those customers, or the content of those communications.

3. When properly served with a subpoena or search warrant issued by a Missouri court, a foreign corporation shall provide to the peace officer to whom the subpoena or search warrant was issued all records sought under the subpoena or search warrant within five business days of receipt, including any records maintained or located outside the state.

4. Where the peace officer to whom a subpoena or search warrant was issued makes a showing and the issuing judge finds that failure to produce records within five business days will cause an adverse result, the subpoena or search warrant may require production of records within less than five business days. A court may reasonably extend the time required for production of the records upon finding that the foreign corporation has shown good cause for that extension and that an extension of time would not cause an adverse result.

5. A foreign corporation seeking to quash the subpoena or search warrant shall seek relief from the court that issued the subpoena or search warrant within the time required for production of records under this section. The issuing court shall hear and decide that motion no later than five court days after the motion is filed.

6. The foreign corporation shall verify the authenticity of records that it produces by providing a verified affidavit. Such records shall be admissible as evidence.

7. A Missouri corporation that provides electronic communication services or remote computing services to the general public, when served with a subpoena or search warrant issued by another state to produce records that reveal the identity of the customers using those services, data stored by, or on behalf of, the customer, the customer's usage of those services, the recipient or destination of communications sent to or from those customers, or the content of those communications, shall produce those records as if the subpoena or search warrant was issued by a court of this state.

8. No cause of action shall lie against any foreign corporation or Missouri corporation subject to this section, its officers, employees, agents, or other specified persons for providing records, information, facilities, or assistance in accordance with the terms of a subpoena or search warrant subject to this section.

(L. 2006 H.B. 1698, et al.)

Effective 6-05-06

Waiver of notice equivalent to giving of notice.

351.655. Whenever any notice whatever is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of any corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

(L. 1943 p. 410 § 167)

Abstract of corporate or registration record, fee--certification bysecretary of state, fee--no fees, who--public inspectionauthorized--information by telephone, what given.

351.657. 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.

(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)

Fees for corporate filings with secretary of state.

351.658. Except as otherwise provided in this chapter, the secretary of state shall charge and collect for:

(1) Filing application for reservation of a corporate name, twenty dollars;

(2) Filing amendment to articles of incorporation or certificate of authority and issuing a certificate of amendment or amended certificate of authority, twenty dollars;

(3) Filing articles of merger or consolidation, twenty-five dollars plus five dollars for each merging or consolidating Missouri corporation or foreign corporation authorized to do business in Missouri over two in number;

(4) Filing articles of dissolution, twenty dollars; filing articles of liquidation, twenty dollars;

(5) Filing of revocation of articles of dissolution, twenty dollars;

(6) Filing of restated articles of incorporation, twenty dollars;

(7) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, twenty dollars;

(8) Filing statement of change of address of registered office or change of registered agent, or both, five dollars;

(9) Filing resignation of registered agent, five dollars;

(10) Certified copy of corporate record, in a written format fifty cents per page plus five dollars for certification, or in an electronic format five dollars for certification and copies;

(11) Furnishing certificate of corporate existence, five dollars;

(12) Furnishing certificate--others, twenty dollars;

(13) Filing evidence of merger by a foreign corporation, twenty dollars plus one dollar for each additional foreign corporation authorized to do business in Missouri over two;

(14) Filing evidence of dissolution by a foreign corporation, twenty dollars;

(15) Filing certificate of conversion to a corporation under section 351.408, fifty-three dollars;

(16) Filing certificate of conversion from a corporation under section 351.409, fifty dollars.

(L. 1978 S.B. 755, A.L. 1986 H.B. 1436, A.L. 2004 H.B. 1664, A.L. 2011 S.B. 366)

Power and authority of secretary of state.

351.660. In addition to the power and authority heretofore expressly given the secretary of state by this chapter the secretary of state also shall have such further power and authority as is reasonably necessary to enable him to administer this chapter efficiently and to perform the duties therein imposed upon him.

(L. 1943 p. 410 § 170)

Secretary of state may examine books and records--penalty fordisclosing information.

351.665. The secretary of state and supervisor of corporation registration shall have power to examine the books and records of any corporation to which this chapter applies, and it shall be the duty of any officer or agent of such corporation to produce such books and records for examination, on demand of the secretary of state or supervisor of corporation registration; provided, that no person shall be subject to any criminal prosecution on account of any matter or thing which may be disclosed by the examination of any corporation books, or records, which he may produce or exhibit for examination as herein required; or on account of any matter or thing concerning which he may make any voluntary and truthful statement in writing to the secretary of state, or supervisor of corporation registration. All facts obtained in the examination of the books and records of any corporation, or through voluntary sworn statement of any officer, agent, or employee of any corporation, shall be treated as confidential, except insofar as official duty may require the disclosure of same; or when such facts are material to any issue in any legal proceeding in which the secretary of state or supervisor of corporation registration may be called as a witness, and, if the secretary of state or supervisor of corporation registration shall, except as herein provided, disclose any information relative to the private accounts, affairs, and transactions of any such corporation, he shall be deemed guilty of, and punished as for, a misdemeanor. The statements as to assets and liabilities in this chapter required shall, when filed with the secretary of state, be treated as confidential and he shall not disclose any information in such statement contained, except to a stockholder furnishing satisfactory proof of his ownership of stock in the corporation concerning whose statement he seeks information or upon the order of court when the contents of such statement as to assets and liabilities are material to any issue in any action, civil or criminal, pending in the court making the order, or to the attorney general when required by him in the discharge of his official duties.

(RSMo 1939 § 5095, A.L. 1943 p. 410 § 121)

Prior revisions: 1929 § 4623; 1919 § 9817

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

351.670. If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the secretary of state, before the same shall be filed in his office, he shall within ten days after the delivery thereof to him give written notice of his disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. From such disapproval such person or corporation may appeal to the circuit court of the county in which the registered office of such corporation is or is proposed to be situated by filing with the clerk of such court a petition setting forth a copy of the articles or other documents sought to be filed and a copy of the written disapproval thereof by the secretary of state, such petition to be filed within thirty days after notice of such disapproval shall have been given, and the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper. If the secretary of state shall forfeit the certificate of authority to transact business in this state of any foreign corporation pursuant to the provisions of this chapter, such foreign corporation may likewise appeal to the circuit court of the county where the registered office of such corporation in this state is situated by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to transact business in this state and a copy of the notice of forfeiture given by the secretary of state, such petition to be filed within thirty days after notice of said forfeiture shall have been given by said secretary of state, and the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper. An appeal from the circuit court in such a case shall be allowed as in civil action.

(L. 1943 p. 410 § 169)

Fees paid to director of revenue.

351.675. All fees required to be paid to the state shall be remitted to the director of revenue.

(RSMo 1939 § 5110, A.L. 1943 p. 410 § 132, A.L. 1945 p. 711)

Prior revisions: 1929 § 4638; 1919 § 9832

Deposit of registration moneys.

351.680. The moneys arising from registration fees under this law shall be deposited in the state treasury to the credit of the ordinary revenue fund.

(RSMo 1939 § 5107, A.L. 1943 p. 410 § 130, A. 1949 H.B. 2079)

Prior revisions: 1929 § 4635; 1919 § 9829

Administrative personnel--compensation.

351.685. 1. The secretary of state is hereby empowered to employ a registration clerk, and such clerical help during the months of June, July, August and September, of each year, as are necessary to administer this law, and some suitable person, who is an attorney at law, as supervisor of corporation registration, who shall, under the direction of the secretary of state, aid in the supervision of the registration of corporations.

2. The salary of the supervisor of corporation registration and corporation attorneys and clerks shall be paid on warrants drawn upon the ordinary revenues of the state, and all traveling expenses of the secretary of state, or the supervisor of corporation registration, shall be paid from the same source.

3. All attorneys employed pursuant to the provisions of this section shall be duly licensed under the laws of this state.

(RSMo 1939 § 5106, A.L. 1943 p. 410 § 129, A.L. 1945 p. 696, A. 1949 H.B. 2079, A.L. 1959 H.B. 103, A.L. 1980 H.B. 1266)

Prior revisions: 1929 § 4634; 1919 § 9828

Applicability of chapter to certain corporations.

351.690. The provisions of this chapter shall be applicable to existing corporations and corporations not formed pursuant to this chapter as follows:

(1) Those provisions of this chapter requiring reports, registration statements and the payment of taxes and fees shall be applicable, to the same extent and with the same effect, to all existing corporations, domestic and foreign, which were required to make such reports and registration statements and to pay such taxes and fees, prior to November 21, 1943;

(2) The provisions of this chapter shall be applicable to banks, trust companies and safe deposit companies when such provisions relating to the internal affairs of a corporation supplement the existing provisions of chapter 362, or when the provisions of chapter 362 do not deal with a matter involving the internal affairs of a corporation organized pursuant to the provisions of chapter 362 as well as those provisions mentioned in subdivision (1) of this section, to the extent applicable. For the purposes of this chapter, the "internal affairs of a corporation" shall include, but not be limited to, matters of corporate governance, director and officer liability, and financial structure;

(3) No provisions of this chapter, other than those mentioned in subdivision (1) of this section, and then only to the extent required by the statutes pursuant to which they are incorporated, or other than the provisions of section 351.347, or section 351.355, shall be applicable to insurance companies, savings and loan associations, corporations formed for benevolent, religious, scientific or educational purposes, and nonprofit corporations;

(4) Only those provisions of this chapter which supplement the existing laws applicable to railroad corporations, union stations, cooperative companies for profit, credit unions, street railroads, telegraph and telephone companies, booming and rafting companies, urban redevelopment corporations, professional corporations, development finance corporations, and loan and investment companies, and which are not inconsistent with, or in conflict with the purposes of, or are not in derogation or limitation of, such existing laws, shall be applicable to the type of corporations mentioned above in this subdivision; and without limiting the generality of the foregoing, those provisions of this chapter which permit the issuance of shares without par value and the amendment of articles of incorporation for such purpose shall be applicable to railroad corporations, union stations, street railroads, telegraph and telephone companies, and booming and rafting companies, professional corporations, development finance corporations, and loan and investment companies, and those provisions of this chapter mentioned in subdivisions (1) and (2) of this section will apply to all corporations mentioned in this subdivision; except that, the corporate registration report and fee of a professional corporation pursuant to section 356.211 shall suffice in lieu of the corporate registration report and fee required of a business corporation;

(5) All of the provisions of this chapter to the extent provided shall apply to all other corporations existing pursuant to general laws of this state enacted prior to November 21, 1943, and not specifically mentioned in subdivisions (1), (2) and (3) of this section.

(L. 1943 p. 410 § 171, A.L. 1945 p. 696, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1986 H.B. 1230, A.L. 1987 H.B. 349, A.L. 1990 H.B. 1361, A.L. 2000 S.B. 896, A.L. 2009 H.B. 481)

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

351.695. All rights, privileges, immunities and franchises vested or accrued under the provisions of any law in force prior to the enactment of this chapter, and all pending suits and rights of action conferred shall not be impaired, diminished or affected hereby, or by the repeal of any such prior laws. Any liability or penalty incurred under prior laws prior to the repeal thereof shall not be impaired, diminished or affected hereby. All acts and laws not expressly repealed hereby shall continue in full force and effect.

(L. 1943 p. 410 § 174)

Powers of general assembly.

351.700. The general assembly shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations, domestic or foreign, subject to the provisions of this chapter, and the general assembly shall have power to amend, repeal or modify this chapter at pleasure; provided, however, that the repeal of this chapter shall not affect any right accrued or established or any liability or penalty incurred under the provisions of such law prior to the repeal thereof.

(L. 1943 p. 410 § 175)

No exemption from antitrust law.

351.705. That nothing in this law contained shall be held to exempt any corporation from any of the fines and penalties prescribed by chapter 416 relating to pools, trusts, conspiracies and discriminations.

(RSMo 1939 § 5111, A.L. 1943 p. 410 § 133)

Prior revisions: 1929 § 4639; 1919 § 9833

Penalty for refusal to exhibit books and records.

351.710. If any officer, or agent, of any such corporation shall refuse the demand of the secretary of state, or supervisor of corporations, to exhibit the books and records of such corporation for examination, he, or they, shall be deemed guilty of a misdemeanor and upon conviction thereof punished as in this chapter provided.

(RSMo 1939 § 5104, A.L. 1943 p. 410 § 127)

Prior revisions: 1929 § 4632; 1919 § 9826

Penalty for signing false documents.

351.713. 1. A person commits an offense if he signs a document provided for in this chapter which he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.

2. A violation of this section is a class A misdemeanor.

(L. 1990 H.B. 1432)

Penalty for violations.

351.715. For violation of any provisions of this chapter for which no other penalty is provided, the person violating shall be deemed guilty of a misdemeanor and upon conviction punished as provided in section 351.720.

(RSMo 1939 § 5109, A.L. 1943 p. 410 § 131)

Prior revisions: 1929 § 4637; 1919 § 9831

Punishment when convicted of misdemeanor.

351.720. Any person convicted of a misdemeanor for violation of any of the provisions of this chapter shall be punished by a fine of not less than one hundred dollars nor more than one thousand dollars, or by imprisonment in the county jail for a term of not less than thirty days nor more than six months, or by both such fine and imprisonment.

(RSMo 1939 § 5112, A.L. 1943 p. 410 § 134)

Prior revisions: 1929 § 4640; 1919 § 9834

Application of law.

351.750. 1. The provisions of this chapter apply to statutory close corporations to the extent not inconsistent with the provisions of sections 351.750 to 351.865.

2. Sections 351.750 to 351.865 apply to professional corporations organized pursuant to chapter 356 whose articles of incorporation contain the statement required by subsection 1 of section 351.755, except insofar as chapter 356 contains inconsistent provisions.

3. Sections 351.750 to 351.865 do not repeal or modify any statute or rule of law that is or would apply to a corporation that is organized pursuant to this chapter or chapter 356 and that does not elect to become a statutory close corporation pursuant to section 351.755.

4. Sections 351.750 to 351.865 apply to all corporations electing statutory close corporation status as provided in section 351.755 after August 28, 1990, and are controlling in the absence of a valid agreement to the contrary.

(L. 1990 H.B. 1432, A.L. 1996 S.B. 835)

Definition--election of status.

351.755. 1. A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.

2. A corporation having fifty or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection 1 of this section. The amendment shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as a class or series, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert dissenters' rights under sections 351.870 to 351.930.

3. The articles of incorporation of a statutory close corporation may set forth the qualifications of shareholders, either by specifying classes of persons who shall be entitled to be holders of record of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of record of shares of any class, or both.

(L. 1990 H.B. 1432)

Notice of status on issued shares.

351.760. 1. The following statement shall appear conspicuously on each share certificate issued by a statutory close corporation:

The rights of shareholders in a statutory close

corporation may differ materially from the rights of

shareholders in other corporations. Copies of the articles of

incorporation and bylaws, shareholders' agreements, and other

documents, any of which may restrict transfers and affect voting

and other rights, may be obtained by a shareholder on written

request to the corporation.

2. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection 1 of this section.

3. The notice required by this section satisfies all requirements of sections 351.750 to 351.865 that notice of share transfer restrictions be given.

4. A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this section is bound by the documents referred to in the notice. A person claiming an interest in shares of a statutory close corporation which has not complied with the notice requirement of this section is bound by any documents of which he, or a person through whom he claims, has knowledge or notice.

5. A corporation shall provide to any shareholder, upon his written request and without charge, copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the corporation.

(L. 1990 H.B. 1432)

Share transfer prohibition.

351.765. 1. An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under the provisions of section 351.770.

2. Except to the extent the articles of incorporation provide otherwise, this section does not apply to a transfer:

(1) To the corporation or to any other holder of the same class or series of shares;

(2) To members of the shareholder's immediate family, or to a trust, all of whose beneficiaries are members of the shareholder's immediate family, which immediate family consists of his spouse, parents, lineal descendants, including adopted children and stepchildren, and the spouse of any lineal descendant, and brothers and sisters;

(3) That has been approved in writing by all of the holders of the corporation's shares having general voting rights;

(4) To an executor or administrator upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a shareholder;

(5) By merger or consolidation under the provisions of sections 351.410 to 351.459 or an exchange of existing shares for other shares of a different class or series in the corporation;

(6) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; or

(7) Made after termination of the corporation's status as a statutory close corporation.

(L. 1990 H.B. 1432)

Share transfer after first refusal by corporation.

351.770. 1. A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of section 351.765 shall first offer them to the corporation after obtaining an offer to purchase the shares for cash from a third person who is eligible to purchase the shares under subsection 2 of this section. The offer by the third person must be in writing and state the offeror's name and address, the number and class, or series, of shares offered, the offering price per share, and the other terms of the offer.

2. A third person is eligible to purchase the shares if:

(1) He is eligible to become a qualified shareholder under any federal or state tax statute the corporation has adopted and he agrees in writing not to terminate his qualification without the approval of the remaining shareholders; and

(2) His purchase of the shares will not impose a personal holding company tax or similar federal or state penalty tax on the corporation.

3. The person desiring to transfer shares shall deliver the offer to the corporation, and by doing so offers to sell the shares to the corporation on the terms of the offer. Within twenty days after the corporation receives the offer, the corporation shall call a special shareholders' meeting, to be held not more than forty days after the call, to decide whether the corporation should purchase all, but not less than all, of the offered shares. The offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the offer.

4. The corporation shall deliver to the offering shareholder written notice of acceptance within seventy-five days after receiving the offer or the offer is rejected. If the corporation makes a counteroffer, the shareholder shall deliver to the corporation written notice of acceptance within fifteen days after receiving the counteroffer or the counteroffer is rejected. If the corporation accepts the original offer or the shareholder accepts the corporation's counteroffer, the shareholder shall deliver to the corporation duly endorsed certificates for the shares, or instruct the corporation in writing to transfer the shares if uncertificated, within twenty days after the effective date of the notice of acceptance. The corporation may specifically enforce the shareholder's delivery or instruction obligation under this subsection.

5. A corporation accepting an offer to purchase shares under this section may allocate some or all of the shares to one or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase approve the allocation. If the corporation has more than one class or series of shares, however, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.

6. If an offer to purchase shares under this section is rejected, the offering shareholder, for a period of one hundred twenty days after the corporation received his offer, is entitled to transfer to the third person offeror all, but not less than all, of the offered shares in accordance with the terms of his offer to the corporation.

(L. 1990 H.B. 1432)

Attempted share transfer in breach of prohibition.

351.775. 1. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.

2. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by section 351.760 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them. To exercise its option, the corporation shall give the transferee written notice within thirty days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.

(L. 1990 H.B. 1432)

Compulsory purchase of shares after death of shareholder.

351.780. 1. This section and sections 351.785 to 351.790 apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all, but not less than all, of the decedent's shares or to be dissolved.

2. The provisions of sections 351.785 to 351.790 may be modified only if the modification is set forth or referred to in the articles of incorporation.

3. An amendment to the articles of incorporation to provide for application of sections 351.785 to 351.790, or to modify or delete the provisions of these sections, shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate classes or series, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it shall be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators.

4. A shareholder who votes against an amendment to modify or delete the provisions of sections 351.785 to 351.790 is entitled to dissenters' rights under sections 351.870 to 351.930, if the amendment upon adoption terminates or substantially alters his existing rights under these sections to have his shares purchased.

5. A shareholder may waive his and his estate's rights under sections 351.785 to 351.790 by a signed writing.

6. Sections 351.785 to 351.790 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy he has independent of these sections.

(L. 1990 H.B. 1432)

Exercise of compulsory purchase right.

351.785. 1. A person entitled and desiring to exercise the compulsory purchase right described in section 351.780 shall deliver a written notice to the corporation, within one hundred twenty days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares.

2. Within twenty days after the effective date of the notice, the corporation shall call a special shareholders' meeting to be held not more than forty days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer shall be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect to the shares covered by the notice.

3. The corporation shall deliver a purchase offer to the person requesting it within seventy-five days after the effective date of the request notice. A purchase offer shall be accompanied by the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the effective date of the request notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any. The person shall accept the purchase offer in writing within fifteen days after receiving it or the offer is rejected.

4. A corporation agreeing to purchase shares under this section may allocate some or all of the shares to one or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase offer approve the allocation. If the corporation has more than one class or series of shares, however, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.

5. If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the seller is entitled to commence a proceeding for dissolution under the provisions of section 351.790.

(L. 1990 H.B. 1432)

Court action to compel purchase.

351.790. 1. If an offer to purchase shares made under section 351.785 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.

2. The court shall determine the fair value of the shares subject to compulsory purchase in accordance with the standards set forth in section 351.860 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.

3. After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.

4. If the corporation or other purchaser does not make a payment required by the court's order within thirty days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.

5. A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.

(L. 1990 H.B. 1432)

Shareholder agreements.

351.800. 1. All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.

2. An agreement authorized by this section is effective although:

(1) It eliminates a board of directors;

(2) It restricts the discretion of powers of the board of directors or authorizes director proxies or weighted voting rights;

(3) Its effect is to treat the corporation as a partnership; or

(4) It creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.

3. If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of liability imposed by law, and imposes that liability on each person in whom the board's discretion or power is vested, to the extent that the discretion or powers of the board of directors are governed by the agreement.

4. A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect as required by section 351.805.

5. A provision entitling one or more shareholders to dissolve the corporation under section 351.845 is effective only if a statement of this right is contained in the articles of incorporation.

6. To amend an agreement authorized by this section, all the shareholders shall approve the amendment in writing unless the agreement provides otherwise.

7. Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares were not issued when the agreement was made.

8. This section does not prohibit any other agreement between or among shareholders in a statutory close corporation.

(L. 1990 H.B. 1432)

Elimination of board of directors.

351.805. 1. A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.

2. An amendment to articles of incorporation eliminating a board of directors shall be approved by all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.

3. While a corporation is operating without a board of directors as authorized by subsection 1 of this section:

(1) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;

(2) Unless the articles of incorporation provide otherwise, action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders, and action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action;

(3) A shareholder is not liable for his act or omission, although a director would be, unless the shareholder was entitled to vote on the action;

(4) A requirement by a state or the United States that a document delivered for filing contained a statement that specified action has been taken by the board of directors is satisfied by a statement that a corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders;

(5) The shareholders by resolution may appoint one or more shareholders to sign documents as "designated directors".

4. An amendment to articles of incorporation deleting the statement eliminating a board of directors shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate classes or series, whether or not otherwise entitled to vote on amendments. The amendment shall also specify the number, names, and addresses of the corporation's directors or describe who will perform the duties of a board under section 351.310.

(L. 1990 H.B. 1432)

Bylaws.

351.810. 1. A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 351.800.

2. If a corporation does not have bylaws when its statutory close corporation status terminates under section 351.835, the corporation shall immediately adopt bylaws under section 351.290.

(L. 1990 H.B. 1432)

Annual meeting.

351.815. 1. The annual meeting date for a statutory close corporation is the first business day after May thirty-first unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 351.800 fixes a different date.

2. A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting date determined under subsection 1 of this section.

(L. 1990 H.B. 1432)

Execution of documents in more than one capacity.

351.820. Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices.

(L. 1990 H.B. 1432)

Limited liability.

351.825. The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.

(L. 1990 H.B. 1432)

Merger--share exchange--sale of assets.

351.830. 1. A plan of merger or consolidation:

(1) That if effected would terminate statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the plan;

(2) That if effected would create the surviving corporation as a statutory close corporation shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the plan.

2. A sale, lease, exchange, or other disposition of all or substantially all of the property, with or without the goodwill, of a statutory close corporation, if not made in the usual and regular course of business, shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the transaction.

(L. 1990 H.B. 1432)

Termination of close corporation status.

351.835. 1. A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under section 351.805, the amendment shall either comply with section 351.310 or delete the statement dispensing with the board of directors from its articles of incorporation.

2. An amendment terminating statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on amendments.

3. If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under sections 351.870 to 351.930.

(L. 1990 H.B. 1432)

Effect of termination of close corporation status.

351.840. 1. A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter other than sections 351.750 to 351.865 or, if incorporated under chapter 356, to all provisions of that law.

2. Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless sections 351.750 to 351.865, chapter 356, or another law of this state invalidates the right.

(L. 1990 H.B. 1432)

Shareholder option to dissolve corporation.

351.845. 1. The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number of percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority shall give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under sections 351.468 to 351.482.

2. Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change, or delete the authority to dissolve described in subsection 1 of this section shall be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.

(L. 1990 H.B. 1432)

Court action to protect shareholders.

351.850. 1. Subject to satisfying the conditions of subsections 3 and 4 of this section, a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in section 351.855, 351.860 or 351.865 if:

(1) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer, of the corporation;

(2) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or

(3) There exists one or more grounds for judicial dissolution of the corporation under section 351.494.

2. A shareholder shall commence a proceeding under subsection 1 of this section in the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.

3. If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.

4. If a shareholder has dissenters' rights under sections 351.750 to 351.865 or sections 351.870 to 351.930 with respect to proposed corporate action, he shall commence a proceeding under this section before he is required to give notice of his intent to demand payment under section 351.890 or to demand payment under section 351.900 or the proceeding is barred.

5. Except as provided in subsections 3 and 4 of this section, a shareholder's right to commence a proceeding under this section and the remedies available under sections 351.855 to 351.865 are in addition to any other right or remedy he may have.

(L. 1990 H.B. 1432)

Ordinary relief.

351.855. If the court finds that one or more of the grounds for relief described in subsection 1 of section 351.850 exist, it may order one or more of the following types of relief:

(1) The performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;

(2) The cancellation or alteration of any provision in the corporation's articles of incorporation or bylaws;

(3) The removal from office of any director or officer;

(4) The appointment of any individual as a director or officer;

(5) An accounting with respect to any matter in dispute;

(6) The appointment of a custodian to manage the business and affairs of the corporation;

(7) The appointment of a provisional director, who has all the rights, powers, and duties of a duly elected director, to serve for the term and under the conditions prescribed by the court;

(8) The payment of dividends;

(9) The award of damages to any aggrieved party.

(L. 1990 H.B. 1432)

Extraordinary relief--share purchase.

351.860. 1. If the court finds that the ordinary relief described in subsection 1 of section 351.855 is or would be inadequate or inappropriate, it may order the corporation dissolved under the provisions of section 351.865 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection 2 of this section.

2. If the court orders a share purchase, it shall:

(1) Determine the fair value of the shares, considering among other relevant evidence the going-concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers, if any, appointed by the court, and any legal constraints on the corporation's ability to purchase the shares;

(2) Specify the terms of the purchase including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's other creditors, security for a deferred purchase price, and a covenant* not to compete or other restriction on the seller;

(3) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;

(4) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and

(5) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under the provisions of section 351.865.

3. After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.

4. If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.

(L. 1990 H.B. 1432)

*Word "convenant" appears in original rolls.

Extraordinary relief--dissolution.

351.865. 1. The court may dissolve the corporation if it finds:

(1) There are one or more grounds for judicial dissolution under section 351.494; or

(2) All other relief ordered by the court under section 351.855 or 351.860 has failed to resolve the matters in dispute.

2. In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.

(L. 1990 H.B. 1432)

Definitions.

351.870. In sections 351.870 to 351.930:

(1) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder;

(2) "Corporation" means a statutory close corporation at the time the corporate action is taken and which is the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or consolidation of that issuer;

(3) "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 351.875 and who exercises that right when and in the manner required by sections 351.885 to 351.925;

(4) "Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable;

(5) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;

(6) "Shareholder" means the record shareholder or the beneficial shareholder.

(L. 1990 H.B. 1432)

Grounds for shareholder dissent.

351.875. 1. A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions:

(1) Consummation of a plan of merger to which the corporation is a party if shareholder approval is required for the merger by law or the articles of incorporation and the shareholder is entitled to vote on the merger; or if the corporation is a subsidiary that is merged with its parent under the provisions of section 351.447;

(2) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;

(3) An amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's share because it:

(a) Alters or abolishes a preferential right of the shares;

(b) Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;

(c) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; or

(d) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or

(4) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares.

2. A shareholder entitled to dissent and obtain payment for his shares under sections 351.870 to 351.930 may not challenge the corporate action creating his entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.

(L. 1990 H.B. 1432)

Rights of partial dissenter.

351.880. 1. A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders.

2. A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if:

(1) He submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and

(2) He does so with respect to all shares of which he is the beneficial shareholder or over which he has power to direct the vote.

(L. 1990 H.B. 1432)

Meeting notice to state shareholder may be entitled to assertdissenters' rights.

351.885. 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are or may be entitled to assert dissenters' rights under sections 351.870 to 351.930 and be accompanied by a copy of sections 351.870 to 351.930.

2. If corporate action creating dissenters' rights under section 351.875 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 351.895.

(L. 1990 H.B. 1432)

Written notice of intent to demand payment for shares.

351.890. 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights shall deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated, and shall not vote his shares in favor of the proposed action.

2. A shareholder who does not satisfy the requirements of subsection 1 of this section is not entitled to payment for his shares under sections 351.870 to 351.930.

(L. 1990 H.B. 1432)

Written dissenters' notice--contents.

351.895. 1. If proposed corporation* action creating dissenters' rights under section 351.875 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 351.890.

2. The dissenters' notice shall be sent no later than ten days after approval by the shareholders, or if the corporate action was taken without approval of the shareholders, then ten days after the corporate action was taken. The dissenters' notice shall:

(1) State where the payment demand shall be sent and where and when certificates for certificated shares shall be deposited;

(2) Inform holders of uncertificated shares to what extent transfer of the shares shall be restricted after the payment demand is received;

(3) Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he acquired beneficial ownership of the shares before that date;

(4) Set a date by which the corporation shall receive the payment demand and when certificates for uncertificated shares shall be deposited, neither of which dates may be fewer than thirty nor more than sixty days after the date the notice provided for in subsection 1 of this section is delivered; and

(5) Be accompanied by a copy of sections 351.870 to 351.930.

(L. 1990 H.B. 1432)

*Word "corporation" appears in original rolls.

Shareholder to demand payment and deposit certificates.

351.900. 1. A shareholder sent a dissenters' notice described in section 351.895 shall demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 351.895, and deposit his certificates in accordance with the terms of the notice.

2. The shareholder who demands payment and deposits his share certificates under this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.

3. A shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under sections 351.870 to 351.930.

(L. 1990 H.B. 1432)

Restricted transfer of uncertificated shares.

351.905. 1. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 351.915.

2. The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.

(L. 1990 H.B. 1432)

Payment for fair value of shares.

351.910. 1. Except as provided in section 351.920, immediately following the later of the effective date of the corporate action creating the dissenters' rights, or receipt of a payment demand, the corporation shall pay each dissenter who complied with section 351.900 the amount the corporation estimates to be the fair value of his shares.

2. The payment shall be accompanied by:

(1) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the effective date of the corporate action creating the dissenters' rights, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;

(2) A statement of the corporations' estimate of the fair value of the shares;

(3) A statement of the dissenters' right to demand payment under section 351.925; and

(4) A copy of sections 351.870 to 351.930.

(L. 1990 H.B. 1432)

Time period--release of transfer restrictions.

351.915. 1. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

2. If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it shall send a new dissenters' notice under section 351.895 and repeat the payment demand procedure.

(L. 1990 H.B. 1432)

Withholding of payment from dissenter--grounds.

351.920. 1. A corporation may elect to withhold payment required by section 351.910 from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to the shareholders of the terms of the proposed corporate action.

2. To the extent the corporation elects to withhold payment under subsection 1 of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares and a statement of the dissenters' right to demand payment under section 351.925.

(L. 1990 H.B. 1432)

Right to demand payment--notification of fair value.

351.925. 1. A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and demand payment of his estimate, less any payment under section 351.910, or reject the corporation's offer under section 351.920 and demand payment of the fair value of his shares due, if:

(1) The dissenter believes that the amount paid under section 351.910 or offered under section 351.920 is less than the fair value of his shares;

(2) The corporation fails to make payment under section 351.910 within sixty days after the date set for demanding payment; or

(3) The corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment.

2. A dissenter waives his right to demand payment under this section unless he notifies the corporation of his demand in writing under subsection 1 of this section within thirty days after the corporation made or offered payment for his shares.

(L. 1990 H.B. 1432)

Proceeding to determine fair value of shares.

351.930. 1. If a demand for payment under section 351.925 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

2. The corporation shall commence the proceeding in a court of competent jurisdiction located in the county where the corporation's principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in the state where the registered office of the domestic corporation merged with, or whose shares were acquired by the foreign corporation, was located.

3. The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

5. Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his shares exceeds the amount paid by the corporation, or for the fair value of his after-acquired shares for which the corporation elected to withhold payment under section 351.920.

(L. 1990 H.B. 1432)

Participation in administrative proceedings.

351.935. 1. A corporation is hereby empowered to participate in an administrative proceeding through an employee designated by the corporation to act on behalf of the corporation, whether or not such employee is an attorney, provided such action is authorized by rules or regulations of the administrative agency. Unless an attorney licensed in this state, such an employee may not file a brief, make other legal argument, offer legal advice, or cross-examine witnesses at the hearing.

2. The provisions of this act* shall be severable pursuant to section 1.140.

(L. 1990 H.B. 1432 §§ 1, 2)

Effective 7-13-90

*"This act" (H.B. 1432, 1990) contained numerous sections. Consult Disposition of Sections table for a definitive listing.

Citation of law.

351.1000. Sections 351.1000 to 351.1228 shall be known and may be cited as the "Missouri Cooperative Associations Act". Any cooperative formed under sections 351.1000 to 351.1228 shall not be subject to the provisions regarding cooperative associations found under sections 357.010 to 357.190, and cooperative associations formed under sections 357.010 to 357.190 shall not be subject to the provisions hereunder.

(L. 2011 S.B. 366)

Definitions

351.1003. As used in sections 351.1000 to 351.1228, the following words shall mean:

(1) "Alternative ballot", an alternative method of voting by a member, and may include voting by electronic, telephonic, internet, or other means that reasonably allow members the opportunity to vote;

(2) "Articles", the articles of association of a cooperative as originally filed with the secretary of state and as may be subsequently amended from time to time by the cooperative in accordance with sections 351.1000 to 351.1228;

(3) "Board", the board of directors of a cooperative;

(4) "Business entity", a corporation, limited liability company, limited partnership, limited liability partnership, or other legal entity, association, or body vested with the power or function of a legal entity, whether domestic or foreign;

(5) "Bylaws", the bylaws of a cooperative as originally adopted and as may be subsequently amended from time to time in accordance with sections 351.1000 to 351.1228;

(6) "Cooperative" and "domestic cooperative", an organization chartered under sections 351.1000 to 351.1228;

(7) "Domestic business entity", a business entity organized under the laws of this state;

(8) "Financial rights", only that share of profits and losses of the cooperative and the distributions thereof to which a member is entitled, and does not include a member's governance rights;

(9) "Foreign business entity", a business entity formed under the laws of any jurisdiction other than the state of Missouri;

(10) "Foreign cooperative", a cooperative association formed under the laws of any jurisdiction other than this state, but does not include a foreign business entity which is not organized as a cooperative association, but otherwise operates on a cooperative basis;

(11) "Governance rights", those rights of a member to govern the operations of a cooperative as described in, and subject to, any restrictions as set forth in the bylaws or articles of the cooperative, including but not limited to a member's right to vote based on the membership interests of such member;

(12) "Member", any person which has been granted membership in a cooperative under the terms of the bylaws of the cooperative including patron and nonpatron members;

(13) "Members' meeting", a regular or special meeting of the members;

(14) "Membership interest", a member's interest in a cooperative, including but not limited to a member's financial rights, a member's governance rights, and a member's rights to assign such governance and financial rights. Membership interest includes patron membership interests and nonpatron membership interests;

(15) "Missouri for-profit corporation", a corporation governed by chapter 351;

(16) "Missouri limited liability company", a limited liability company governed by chapter 347;

(17) "Missouri not-for-profit corporation", a corporation governed by chapter 355;

(18) "Nonpatron", a person which does not conduct patronage with the cooperative;

(19) "Nonpatron member", a member which is a nonpatron;

(20) "Nonpatron membership interest", a membership interest that does not require the holder to conduct patronage for or with the cooperative in order to receive distributions or other financial rights with respect to such membership interest;

(21) "Patron", a person which conducts patronage with the cooperative;

(22) "Patron member", a member which is a patron;

(23) "Patron membership interest", a membership interest which requires the holder to conduct patronage for or with the cooperative in order to receive distributions or other financial rights with respect to such membership interest;

(24) "Patronage", business, transactions, or services done by, for, through or with the cooperative, as determined by the board;

(25) "Person", a natural person or an entity and includes, without limitation, a foreign or domestic corporation whether not-for-profit or for profit, a partnership, a limited liability company, an unincorporated society or association, two or more persons having a joint or common interest, or any other business entity;

(26) "Record date", the date fixed by the board for determination of the owners of membership interests entitled to notice of and entitled to vote at a members' meeting as described in subsection 5 of section 351.1117;

(27) "Secretary of state", the secretary of state of the state of Missouri;

(28) "State", the state of Missouri.

(L. 2011 S.B. 366)

Formation and organization authorized.

351.1006. A cooperative may be formed and organized under sections 351.1000 to 351.1228 and may conduct or promote any lawful business or purpose for the mutual welfare of its members within or without this state, which may include:

(1) Providing, directly or indirectly, products, supplies, advertising, and marketing programs, or other services to such cooperative's members, and acting as the cooperative members' agent in the negotiation for and procurement of such products, supplies, programs, or services;

(2) Marketing, processing, or otherwise changing the form or marketability of products, supplies, programs, or services, either directly or indirectly; manufacturing and further processing of such products, supplies, programs, or services; other purposes that are necessary or convenient to facilitate the production, distribution or marketing of products, supplies, programs, or services by patron members and others; and other purposes that are related to the business of the cooperative;

(3) Any other lawful purpose that aids, assists, or is beneficial to the cooperative; and

(4) Any other lawful purpose.

(L. 2011 S.B. 366)

Authorized officer or director required, when--bylaws andboard--organizational meeting.

351.1009. 1. A cooperative may be organized by one or more persons. If any organizer shall be a business entity, then such organizer shall be represented by an authorized officer or director of such business entity who shall execute any documents on the organizer's behalf. The organizer or organizers forming the cooperative need not be members of the cooperative.

2. If the persons constituting the first board are not named in the articles, then the organizer or organizers, by majority vote at a meeting or by unanimous written consent, shall have the power to adopt the bylaws and name the persons to serve as the first directors of the board.

3. As soon as convenient after the first board has been named, an organizational meeting of the board shall be held within or without this state at the call of a majority of the directors for the purposes of electing officers, adopting bylaws if not previously adopted by the organizers, and performing any other acts to finalize the cooperative's organization and transact any other business as may come before the board at a meeting.

(L. 2011 S.B. 366)

Name of cooperative, requirements.

351.1012. 1. The name of each cooperative shall include the words "Cooperative", "Association", "Cooperative Association", "Co-op", or "C.A." and, except to the extent a cooperative transacts business under a fictitious name registered in this state to the cooperative, shall be the name under which the cooperative transacts business in this state. The name shall not contain any word or phrase which indicates or implies that the cooperative is any governmental agency.

2. The name of a cooperative shall distinguish the cooperative upon the records in the office of the secretary of state from the name of a domestic business entity or a foreign business entity which is authorized or registered to do business in this state, or a name the right to which is, at the time of organization, reserved or as otherwise provided for by law.

(L. 2011 S.B. 366)

Articles, contents, filing requirements--formation, when--transactionof business, when.

351.1015. 1. (1) The articles shall include:

(a) The name of the cooperative;

(b) The purpose of the cooperative, which may be or may include the transaction of any lawful business for which a cooperative may be organized under sections 351.1000 to 351.1228;

(c) The name and physical business or residence address of each organizer;

(d) The effective date of the articles if other than the date of filing, provided that such effective date can be no longer than ninety days after the date of filing;

(e) The address, including street and number, of the cooperative's registered office, which address may not be a post office box, and the name of the cooperative's registered agent at such address; and

(f) The period of duration for the cooperative, if not perpetual.

(2) The articles may contain any other lawful provision.

(3) The articles shall be signed by the organizers.

2. The articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state is one hundred dollars.

3. A cooperative shall be formed when the articles, and appropriate filing fee, are filed with and stamped "Filed" by the secretary of state. In the case of all articles which are accepted and stamped "Filed" by the secretary of state, it shall be presumed that:

(1) All conditions precedent that are required to be performed by the organizer or organizers have been so performed;

(2) The organization of the cooperative has been chartered by the state as a separate legal entity; and

(3) The secretary of state shall issue a certificate of organization to the cooperative.

4. A cooperative shall not transact business prior to formation. A cooperative shall not transact business in this state as an entity under sections 351.1000 to 351.1228 until the articles have been stamped "Filed" by the secretary of state, whether on the date of filing or at a later effective date as specified in the articles.

(L. 2011 S.B. 366)

Amendment of articles, procedure.

351.1018. 1. Unless otherwise set forth in the articles or bylaws, the articles may be amended as follows:

(1) The board, by majority vote, shall pass a resolution stating the text of the proposed amendment, a copy of which shall be forwarded by mail or otherwise distributed with a regular or special members' meeting notice to each member. The notice shall designate the time and place of the members' meeting at which the proposed amendment is to be considered and voted on by the members;

(2) At a meeting where a quorum of the members is registered as being present or represented by alternative ballot, the proposed amendment shall be adopted:

(a) If approved by a majority of the votes cast; or

(b) For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval as set forth in the articles or bylaws, if any, have been satisfied.

2. (1) Upon approval of an amendment under subsection 1 of this section, articles of amendment shall then be prepared stating:

(a) The name of the cooperative;

(b) The effective date of the amendment, if the effective date is not the date of filing with the secretary of state;

(c) The text of the amendment; and

(d) A statement that the amendment has been duly authorized in accordance with the cooperative's articles and bylaws and sections 351.1000 to 351.1228.

(2) The articles of amendment shall be signed by an authorized officer of the cooperative or a member of the board.

3. The articles of amendment shall be filed with the secretary of state with a filing fee of twenty dollars, and provided such articles of amendment shall meet the requirements found in this section, shall be effective as of the date of filing, unless a later date is specified therein. Upon acceptance and filing by the secretary of state, the secretary of state shall stamp the articles of amendment as "Filed" and shall cause the issuance of a certificate of amendment, which shall then be forwarded to the party filing the articles of amendment and held and filed by the secretary of state with the records of the cooperative.

(L. 2011 S.B. 366)

Revocation of erroneous filing and curative documents, fee.

351.1021. Upon notification that a filing by a cooperative has been made in error and receipt of a court order directing him or her to do so, the secretary of state shall revoke the erroneous filing and authorize a curative document to be filed. A filing fee of five dollars shall be charged for any such revocation and subsequent curative filing.

(L. 2011 S.B. 366)

Date of existence--perpetual duration, exception.

351.1024. 1. The existence of a cooperative shall commence when the articles are filed with the secretary of state, unless a later date is specified in the articles.

2. A cooperative shall have a perpetual duration unless the cooperative otherwise provides for a limited period of duration in the articles.

(L. 2011 S.B. 366)

Office and agent requirements--change of office or agent,procedure--resignation of agent, procedure--appointment of agentby secretary of state, when.

351.1027. 1. Each cooperative shall have and shall continuously maintain in this state:

(1) A registered office that may be, but need not be, the same as its place of business in this state, the mailing address of which shall not be a post office box; and

(2) A registered agent for service of any process, notice, or demand required or permitted by law to be served upon the cooperative, which may be either an individual resident in this state whose business office is identical with the registered office, or a domestic business entity or a foreign business entity authorized to transact business in this state having an office identical with the registered office.

2. A cooperative may from time to time change its registered office or registered agent, or both, upon filing in the office of the secretary of state, a statement setting forth:

(1) The name of the cooperative;

(2) The address, including street and number, of its then registered office;

(3) If the address of its registered office is to be changed, the address, including street and number, to which the registered office is to be changed, which address shall not be a post office box;

(4) The name of its then registered agent;

(5) If its registered agent is to be changed, the name of its successor registered agent, and the successor registered agent's written consent to the appointment either on the statement or attached thereto;

(6) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical; and

(7) That the change was authorized by the board in accordance with sections 351.1000 to 351.1228, the articles, or the bylaws.

3. The statement shall be signed by an officer or director and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this section, the secretary of state shall stamp the statement as "Filed", a copy of which shall be forwarded to the party filing the statement, and upon filing the change of address of the registered office or the appointment of a new registered agent or both, as the case may be, the statement shall be effective.

4. A cooperative shall change its registered agent if the office of its registered agent shall become vacant for any reason, if its registered agent becomes disqualified or incapable of acting, or if the cooperative revokes the appointment of its registered agent.

5. Any registered agent of a cooperative may resign as agent upon filing with the secretary of state a statement of resignation, on a form approved by the secretary of state, setting forth:

(1) The name of the cooperative;

(2) The address, including street and number, of the cooperative's then registered office;

(3) The name of such registered agent; and

(4) A representation that such registered agent has given written notice of such agent's resignation to an officer of the cooperative at the cooperative's last known business address. The appointment of the agent shall terminate upon the first to occur of:

(a) The expiration of thirty days after receipt of notice by the secretary of state; or

(b) The appointment of a new registered agent by the cooperative as evidenced by the cooperative's filing of a statement as set forth in subsections 2, 3, and 4 of this section.

6. In the event that a cooperative shall fail to appoint or maintain a registered agent in this state or in the event the registered agent cannot be located in the exercise of due diligence, then the secretary of state shall be automatically appointed as an agent of the cooperative upon whom any process, notice, or demand required or permitted by law to be served upon the cooperative may be served. Service on the secretary of state of any process, notice, or demand against a cooperative shall be made by delivering to and leaving with the secretary of state a copy of such process, notice, or demand. In the event that any process, notice, or demand is served on the secretary of state, the secretary of state shall immediately cause a copy thereof to be forwarded by registered mail to the address for any organizer as set forth in the articles. The secretary of state shall keep copies of any process, notice, or demand served upon the secretary of state under this section for a period of five years. Nothing contained in this section shall limit or affect the right to serve any process, notice, or demand, which is required or permitted by law to be served upon a cooperative, in any other manner now or hereafter permitted by law.

(L. 2011 S.B. 366)

Bylaw requirements, adoption, amendment--emergency bylaws permitted.

351.1030. 1. A cooperative shall have bylaws governing the cooperative's business affairs and structure; the qualifications, classification, rights, and obligations of its members; and the classifications, allocations, and distributions of membership interests, which are not otherwise provided in the articles or by sections 351.1000 to 351.1228.

2. (1) To the extent not stated in the articles, the bylaws shall state:

(a) The purpose of the cooperative;

(b) The capital structure of the cooperative, including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of membership interests, including the governance rights and financial rights afforded to each class of membership interests, and the cooperative's authority to issue membership interests, which may be determined by the board;

(c) The taxation structure of the cooperative, including a statement of the taxation classification of the cooperative as decided by the board. A cooperative may elect to be taxed as a corporation or as a partnership under sections 351.1000 to 351.1228;

(d) A provision designating the governance rights of each class of membership interests, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of sections 351.1000 to 351.1228;

(e) A statement that patron membership interests with voting power shall be restricted to one vote for each member regardless of the amount of patronage transacted with or for such member or the amount of patron membership interests held by a member in the affairs of the cooperative, or a statement describing such different allocation of voting power to the extent permitted under sections 351.1000 to 351.1228;

(f) A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws;

(g) A statement as to how profits and losses will be allocated and cash will be distributed among the members;

(h) A statement that the records of the cooperative shall include patron membership interests and, if authorized, nonpatron membership interests, which may be further described in the bylaws.

(2) The bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that is not inconsistent with sections 351.1000 to 351.1228 or the articles, and which may include the following:

(a) The number of directors and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;

(b) The qualifications of members and any limitations on their number;

(c) The manner of admission, withdrawal, suspension, and expulsion of members;

(d) Generally, the governance rights, financial rights, assignability of governance rights and financial rights, and other rights, privileges, and obligations of members and their membership interests;

(e) Authorization to permit a manager, which may be a person that is not otherwise related to the cooperative, to provide outside management services to the cooperative; and

(f) Any other provisions required by the articles to be in the bylaws.

3. Bylaws shall be adopted before the acceptance of any contributions to the cooperative by any member, except in the case of a conversion of a foreign business entity or domestic business entity to a cooperative, in which case the bylaws shall be adopted as soon as is practical following the filing of the articles.

4. The board may amend the bylaws at any time and without further approval by the members to add, change, or delete a provision or multiple provisions, unless:

(1) Sections 351.1000 to 351.1228, the articles, or the bylaws otherwise reserve the power exclusively to the members; or

(2) A particular bylaw expressly prohibits the board from doing so and provided the members shall receive a notice and summary of the amendments or the actual amendments to the bylaws as adopted by the board.

5. The bylaws may be amended, including, but not limited to, the addition, deletion, or restatement of any bylaw or bylaws, by the members at a regular or special members' meeting if:

(1) The notice of the regular or special members' meeting contains a statement that the proposed amended bylaws will be voted upon at the meeting and copies of such proposed amended bylaws are included with the notice, or copies are available upon request from the cooperative and a summary statement of the proposed amended bylaw or bylaws are included with the notice;

(2) A quorum is registered at the members' meeting as being present or represented by mail or alternative ballot if the mail or alternative ballot is authorized by the board; and

(3) The proposed amended bylaw or bylaws are approved by a majority vote cast at the meeting, except that if a cooperative's articles or bylaws require more than majority approval or other conditions for approval, the proposed amended bylaw or bylaws shall only be approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and any other such conditions for approval which are contained in the articles or bylaws have been satisfied.

6. (1) Unless otherwise provided in the articles or bylaws, the board may adopt emergency bylaws, at any time, to be effective only in the event of an emergency as provided in subdivision (4) of this subsection. The emergency bylaws, which are subject to amendment or repeal by the members, may include all provisions necessary for managing the cooperative during the emergency, including:

(a) Procedures for calling a meeting of the board;

(b) Quorum requirements for the meeting; and

(c) Designation of additional or substitute directors.

(2) All provisions of the regular bylaws consistent with the emergency bylaws shall remain in effect during the emergency. The emergency bylaws shall not be effective after the emergency ends.

(3) Action taken in good faith in accordance with the emergency bylaws:

(a) Binds the cooperative; and

(b) Shall not be the basis for imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized action of the cooperative.

(4) An emergency exists for the purposes of this section, if a quorum of the directors cannot readily be obtained because of some catastrophic event.

(L. 2011 S.B. 366)

Record-keeping requirements--examination of records, when.

351.1033. 1. (1) A cooperative shall keep as permanent records, minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting, and a record of all waivers of notices of meetings of the members and of the board.

(2) A cooperative shall maintain appropriate accounting records.

(3) A cooperative shall keep a copy of each of the following records at its principal office:

(a) Its current articles and other governing instruments, and all amendments thereto or restatements thereof;

(b) Its current bylaws or other similar instruments, and all amendments thereto or restatements thereof;

(c) A record of the names and last known addresses of its current and past members in a form that allows preparation of an alphabetical list of members with each member's address;

(d) A list of the names and last known business addresses of its current board members and officers;

(e) All interim financial statements prepared for periods ending during the last fiscal year, and all year-end financial statements, if any, prepared for the previous four fiscal years; and

(f) Copies of all tax returns filed by the cooperative for the previous four tax years.

(4) Except as otherwise limited by sections 351.1000 to 351.1228, the board shall have discretion to determine what records are appropriate for the purposes of the cooperative, the length of time records are to be retained, and policies relating to the confidentiality, disclosure, inspection, and copying of the records of the cooperative.

(5) A cooperative shall maintain its records in written form or in another form, which may be electronic or otherwise paperless, so long as such form is capable of conversion into written form within a reasonable time.

2. Each member shall, at proper times and upon three days' prior written notice, have access to the books and records of the cooperative as identified in subdivisions (1) to (4) of subsection 1 of this section, to examine same under such regulations and conditions as set forth in the bylaws or as otherwise set forth by the board. In all events, a member's demand to examine the books and records of the cooperative shall be in good faith and for a proper cooperative purpose, and in no event shall a member have the right to inspect or copy, if otherwise allowed, for any person other than the member, any records relating to the amount of any equity capital in the cooperative held by any person; any financial information or patronage history, including but not limited to, amounts of patronage done by or for a member or the amounts of patronage dividends received by such member; any accounts receivable or other amounts due to the cooperative from any person; any personnel or employment records related to the cooperative; any records subject to confidentiality agreements with third parties or under court order; any records deemed confidential under any federal, state, or municipal law, regulation, or ruling, including but not limited to personal health information as defined under federal law; or any trade secret.

(L. 2011 S.B. 366)

Additional powers--act as agent of members, when--contractualauthority--property rights--financial rights--employee benefitspermitted.

351.1036. 1. In addition to other powers, a cooperative as an agent or otherwise:

(1) May perform every act necessary or proper to conduct of the cooperative's business or accomplish the purposes of the cooperative;

(2) Has all other rights, powers, or privileges granted by the laws of this state to any business entity, except those that are inconsistent with the express provisions of sections 351.1000 to 351.1228; and

(3) Has the powers given in this section.

2. The cooperative may act as the agent of its members, either collectively or individually, in the negotiation for and procurement of all goods, services, and programs which may be provided to the members by or through the cooperative, provided, however, that unless the cooperative has affirmatively accepted responsibility, the cooperative shall have no liability for its members' failure, whether collective or individual, to perform or pay for such goods, services or programs.

3. A cooperative may enter into or become a party to a contract or agreement for the cooperative or for or on behalf of the members or patrons, including but not limited to, contracts related to prices for and types of products, goods, or services to be supplied or sold to the members, goods manufactured and sold by the members through the cooperative, the management of the cooperative by a third party manager, and any other contract deemed by the board to be in the best interests of the cooperative or the members, or between the cooperative and its members.

4. (1) A cooperative may purchase and hold, lease, mortgage, encumber, sell, exchange, and convey as a legal entity property of any kind including but not limited to real property, personal property, intellectual property, real estate, buildings, equipment, products, patents, and copyrights as the business of the cooperative may require, including the sale or other disposition of assets required by the business of the cooperative as determined by the board.

(2) A cooperative may take, receive, and hold real and personal property, including the principal and interest of money or other funds and rights in a contract, for any purpose not inconsistent with the purposes of the cooperative as set forth in its articles or bylaws, or as otherwise determined by the board.

5. A cooperative may own, lease, construct, and develop buildings or other structures or facilities on the property owned or leased by the cooperative or on a right-of-way legally acquired by the cooperative.

6. A cooperative may issue bonds, debentures, or other evidence of indebtedness and may borrow money, may secure any of its obligations by mortgage of or creation of a security interest in or other encumbrances or assignment of all or any of its property, or income, and may issue guarantees for any legal purpose.

7. A cooperative may make advances to its members or patrons on products or services delivered by the members or patrons to the cooperative.

8. A cooperative may accept donations or deposits of money, real property, or personal property from other cooperatives or associations from which it is constituted, and from members.

9. A cooperative may loan money to and borrow money from members, cooperatives, or associations from which it is constituted with security that it considers sufficient. A cooperative may invest and reinvest its funds.

10. A cooperative may pay pensions, retirement allowances, and compensation for past services to and for the benefit of and establish, maintain, continue, and carry out, wholly or partially at the expense of the cooperative, employee or incentive benefit plans, trusts, and provisions to or for the benefit of any or all of its and its related organizations' officers, managers, directors, employees, and agents; and in the case of a related organization that is a cooperative, members who provide services or goods to that cooperative, and any of their families, dependents, and beneficiaries. It may indemnify and purchase and maintain insurance for and on behalf of a fiduciary of any of these employee benefit and incentive plans, trusts, and provisions.

11. A cooperative may provide, directly or indirectly, insurance of any kind, including but not limited to disability insurance, health insurance, casualty insurance, unemployment insurance, life insurance, and other insurance to or for the benefit of any or all of its employees, officers, directors, members, managers, or their respective directors, officers, employees, and agents. The cooperative may own directly or indirectly insurance of any kind, including but not limited to disability insurance, health insurance, casualty insurance, unemployment insurance, life insurance, and other insurance on any or all of its employees, officers, directors, members, managers, or their respective directors, officers, employees, and agents.

12. (1) A cooperative may purchase, acquire, hold, or dispose of the ownership interests of another business entity or form or otherwise organize subsidiary or affiliated business entities, and assume all rights, interests, privileges, responsibilities, and obligations arising out of all such ownership interests.

(2) The cooperative may form special purpose business entities to secure and hold assets of the cooperative.

(3) A cooperative may purchase, own, and hold ownership interests, including stock and other equity interests, memberships, interests in nonstock capital, and evidences of indebtedness of any business entity.

(L. 2011 S.B. 366)

Emergency powers and procedures

351.1039. 1. In anticipation of or during an emergency as provided in subsection 4 of this section, the board may:

(1) Modify lines of succession to accommodate for the incapacity of any director, officer, employee, or agent; and

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

2. During an emergency as provided in subsection 4 of this section, unless the emergency bylaws provide otherwise:

(1) Notice of a meeting of the board need be given only to those directors to whom it is practicable to reach and may be given in any practicable manner, including by publication, radio, email, or other form of communication; and

(2) One or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

3. Cooperative action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:

(1) Binds the cooperative; and

(2) Shall not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized cooperative action.

4. An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.

(L. 2011 S.B. 366)

Governance by board required--board action, requirements--third-partyagreements permitted, when.

351.1042. 1. A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to a manager of the cooperative as set forth under sections 351.1000 to 351.1228 or reserved for or granted to the members under said sections, the articles, or bylaws.

2. Board action shall be by the affirmative vote of a majority of the directors voting at a duly called meeting where a quorum of directors is present, unless otherwise allowed under sections 351.1000 to 351.1228 or unless a greater majority is required by the articles or bylaws. A director individually or collectively with other directors shall not have authority to act for or on behalf of the cooperative unless authorized by the board.

3. Except as otherwise set forth in the articles or the bylaws, a director may advocate the interests of members or member groups to the board, but the fiduciary duty of each director is to represent the best interests of the cooperative and all members collectively.

4. Except as otherwise set forth in the articles or the bylaws, the board shall have the power to enter into, on behalf of the cooperative, an agreement with a third party whereby such third party may supply management services to the cooperative at the board's instruction, and upon the terms and conditions deemed satisfactory to the board.

(L. 2011 S.B. 366)

Minimum number of directors--division into classes permitted.

351.1045. Except as otherwise set forth in the articles or bylaws, the board shall not have less than five directors, except that a cooperative with fifty or fewer members may have three or more directors as prescribed in the articles or bylaws. The directors of any cooperative organized under sections 351.1000 to 351.1228 may, by the articles or by the bylaws, be divided into such number of classes as set forth in the articles or bylaws. If the board shall be divided into classes, then the term of office of those of the initial first class shall expire at the first annual meeting of the members held after such classification becomes effective; of the second class, one year thereafter; of the third class, two years thereafter, and so on for each initial class; and at each annual election held after such classification becomes effective, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire, which terms shall, unless otherwise set forth in the articles or bylaws, be of a duration equal to the number of classes.

(L. 2011 S.B. 366)

Board election, procedure--voting by mail, procedure.

351.1048. 1. The organizers shall elect the first board to serve in accordance with subsection 2 of section 351.1009 until directors are elected by members. Until election by members, the first board shall appoint directors to fill any vacancies which may occur during such initial period.

2. (1) Directors shall be elected for the term at the time and in the manner provided in the articles, bylaws, or as otherwise set forth in sections 351.1000 to 351.1228.

(2) Except as otherwise set forth in the articles or bylaws, the directors need not be members, however, a majority of the directors shall be elected exclusively by the members holding patron membership interests.

(3) Each director of a cooperative not electing to be taxed as a partnership under sections 351.1000 to 351.1228 shall have one vote on each matter brought before the board. Unless otherwise set forth in the articles or bylaws, the voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative provided:

(a) That each allocation unit or equity classification shall have only one vote; and

(b) That at least one-half of the voting power on general matters of the cooperative shall be allocated to the directors elected by members holding patron membership interests.

(4) A director holds office for the term the director was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director.

(5) The expiration of a director's term with or without election of a qualified successor shall not make the prior or subsequent acts of the director or the board void or voidable.

(6) Subject to any limitation in the articles or bylaws, the board may set the compensation of directors.

(7) Directors may be divided into or designated and elected by class or other distinction as provided in the articles or bylaws.

(8) A director may resign by giving written notice to the chair of the board or the board. The resignation is effective without acceptance when the notice is given to the chair of the board or the board unless a later effective time is specified in the notice.

(9) Unless otherwise set forth in the articles or bylaws, a director's position as such is personal to that director, and no director shall be entitled to execute any of such director's duties, including attending or voting at a directors' meeting by or through another person, entity or by proxy.

3. Except for directors elected at a special members' meeting to fill a vacancy, directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, which may be done by written consent in accordance with sections 351.1000 to 351.1228.

4. Unless otherwise set forth in the articles or bylaws, for a cooperative delineated by districts or other units, members may nominate and elect directors on a district or unit basis at a district meeting.

5. The following shall apply to voting by mail or alternative ballot:

(1) A member shall not vote for a director other than by being present at a members' meeting or by mail ballot or alternative ballot as authorized by the board;

(2) The ballot shall be in a form prescribed by the board; and

(3) If the ballot of the member is received by the cooperative on or before the date of the regular members' meeting or as otherwise prescribed for alternative ballots, the ballot shall be accepted and counted as the vote of the absent member.

6. Unless otherwise provided by the bylaws, if a member is not a natural person then the member may appoint or elect one or more natural persons to be eligible for election as a director.

(L. 2011 S.B. 366)

Vacancy, how filled.

351.1051. 1. Unless otherwise provided in the articles or bylaws, if a director position which is elected by patron members becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron members, shall appoint a new director to fill the director's position until the next regular or special members' meeting at which a successor is elected. If there are no directors elected by patron members on the board at the time of the vacancy, a special members' meeting shall be called to fill the patron member director vacancy.

2. Unless otherwise provided in the articles or bylaws, if the vacating director was not elected by the patron members or a new director position is created, but which position is not subject to subsection 1 of this section, then the board shall appoint a director to fill the vacant position by majority vote of the remaining or then serving directors even though less than a quorum. At the next regular or special members' meeting, the members shall elect a director to replace the interim appointed director and fill the unexpired term of the vacant director's position.

(L. 2011 S.B. 366)

Removal of director, procedure.

351.1054. 1. The provisions of this section apply unless modified by the articles or bylaws.

2. Any director of the cooperative may be removed by the action of the majority of the entire board if the director to be removed shall, at the time of removal, fail to meet the qualifications stated in the articles or bylaws for election as a director or shall be in breach of any agreement between such director and the cooperative, which includes, for board members which are also patrons, a breach of the cooperative agreement by such patron board member. Any director of the cooperative may be removed, with or without cause, by the unanimous vote of the remaining directors on the board. Notice of the proposed removal shall be given to all directors prior to any action thereon.

3. Subject to subsection 4 of this section, any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors, provided that if a director has been elected solely by the patron members, by members based on districts or units, or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members for a director elected by the patron members, all membership interests in such district or unit if such director was originally elected by districts or units, or of all membership interests of that class or series entitled to vote at the election of that director.

4. Where the directors of a cooperative are divided into classes in accordance with section 351.1045, the members of a cooperative may remove a director for cause by the vote of a majority of all members eligible to vote on the election of such director.

5. Unless otherwise provided in the bylaws, new directors may be elected at a meeting at which directors are removed.

(L. 2011 S.B. 366)

Meetings, conferences.

351.1057. 1. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without this state as the board may select or by any means described in subsection 2 of this section. If the board fails to select a place for a meeting, the meeting shall be held at the principal executive office of the cooperative, unless the articles or bylaws provide otherwise.

2. A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a meeting of the board, if the same notice is given of the conference as would be required by subsection 3 of this section for a meeting, and if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by electronic means of communication constitutes presence in person at the meeting.

3. Unless the articles or bylaws provide for a different time period, a director may call a meeting of the board by giving at least ten days' prior written notice or, in the case of organizational meetings at least three days' prior written notice, to all directors of the date, time, and place of the meeting. Notice to the board members of any meeting may be given in such forms as set forth in section 351.1216. The notice need not state the purpose of the meeting unless sections 351.1000 to 351.1228, the articles, or the bylaws require it.

4. If the day or date, time, and place of a meeting of the board have been provided in the articles or bylaws, or announced at a previous meeting of the board, no further notice is required to be given to the members of the board. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment occurs.

5. A director may waive notice of a meeting of the board. A waiver of notice by a director entitled to receive notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and such director does not participate in the meeting after the objection is made.

6. If the articles or bylaws so provide, a director may give advance written consent or opposition to a proposal to be acted on at a meeting of the board. If the director is not present at the meeting, consent or opposition to a proposal shall not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as the vote of a director present at the meeting in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

(L. 2011 S.B. 366)

Quorum requirements.

351.1060. A majority, or a larger or smaller portion or number as provided in the articles or bylaws which in no event shall be less than one-third, of the directors currently holding office is a quorum for the transaction of business at a meeting of the board. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment even though the withdrawal of a number of directors originally present leaves less than the proportion of number otherwise required for a quorum.

(L. 2011 S.B. 366)

Majority vote required, when.

351.1063. The board shall take action by the affirmative vote of the majority of directors present at a duly held meeting at which a quorum is present, unless otherwise provided in sections 351.1000 to 351.1228, the articles, or bylaws.

(L. 2011 S.B. 366)

Written action permitted, when, procedure.

351.1066. 1. If the articles or bylaws so provide, any action, other than an action requiring member approval, may be taken by written action signed by the number of directors which would be required to take the same action at a meeting of the board under section 351.1063. If the articles or bylaws do not otherwise provide, then an action required or permitted to be taken at a meeting of the board may be taken by written action if signed by at least a majority of all of the directors.

2. The written action is effective when signed by the required number of directors, unless a different effective time is provided in the written action.

3. When written action is permitted to be taken by less than all directors, all directors shall be notified within a reasonable amount of time of its text and effective date. Failure to provide the notice shall not invalidate the written action. A director who does not sign or consent to the written action has no liability for the action or actions taken by the written action.

(L. 2011 S.B. 366)

Committees, procedure for meetings, minutes--committee membersconsidered directors.

351.1069. 1. Unless otherwise set forth in the articles or bylaws:

(1) Committees may be established under a resolution approved by the affirmative vote of a majority of the board. All committees so formed are subject at all times to the direction and control of the board, and may only act with respect to such issues and to the extent authorized by the board. The board may create a litigation committee consisting of one or more independent directors or other independent persons to consider legal rights or remedies of the cooperative, and whether such rights or remedies should be pursued. The committee shall not be subject to the direction or control of the board. Unless otherwise set forth in the articles or bylaws, committee members need not be directors of the cooperative;

(2) The procedures for meetings of the board apply to committees and members of committees to the same extent as sections 351.1057 to 351.1066 apply to the board and individual directors;

(3) Minutes, if any, of committee meetings, other than the litigation committee shall be made available upon request to members of the committee, and to any director who requests such minutes, but only to the extent that such director's request relates to his or her position as a director and the director's intended use of the committee minutes is to further the cooperative's purposes.

2. The establishment of, delegation of authority to, and action by a committee shall not alone constitute compliance by a director with the standard of conduct set forth in section 351.1072.

3. Committee members are considered to be directors for purposes of sections 351.1072, 351.1075, and 351.1081, except that independent members of a committee which are not directors or employees of the cooperative are not subject to subsection 4 of section 351.1072.

(L. 2011 S.B. 366)

Discharge of duties, directors.

351.1072. 1. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care that an ordinary, prudent person in a like position would exercise under similar circumstances. A person who so performs such person's duties is not liable by reason of being or having been a director of the cooperative.

2. (1) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, relating to cooperative matters in each case prepared or presented by one or more of the following:

(a) One or more officers or employees of the cooperative who the director reasonably believes to be reliable and competent in the matters presented;

(b) Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or

(c) A committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.

(2) A director is not relieved of liability for acts based on such director's reliance on information under subdivision (1) of this subsection where such director has knowledge that makes such reliance unwarranted.

3. A director who is present at a meeting of the board when an action is approved by the directors in accordance with section 351.1063 is presumed to have assented to the action approved, unless the director:

(1) Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of sections 351.1000 to 351.1228;

(2) Votes against the action at the meeting; or

(3) Is prohibited by a conflict of interest from voting on the action.

4. A director's first duty of loyalty is to the cooperative. A director is under a duty to share all of such director's knowledge and opportunities that arise with respect to or are related to the business of the cooperative first to the cooperative, and if the cooperative shall choose not to act on such information or opportunity, then, unless otherwise directed by the cooperative, such director may exploit such information or opportunity for such director's own gain.

(L. 2011 S.B. 366)

Contracts and transactions, not voidable for material financialinterest of director, when.

351.1075. 1. (1) A contract or other transaction between a cooperative and one or more of its directors, or a cooperative and a business entity where one or more of the cooperative's directors is a director, manager, officer, or legal representative of such business entity or where a director has a material financial interest, is not void or voidable because the director or directors or the other business entity is a party thereto or because the director or directors are present at the meeting of the members or the board or a committee at which the contract or transaction is authorized, approved, or ratified, if:

(a) The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the cooperative at the time it was authorized, approved, or ratified and:

a. The material facts as to the contract or transaction and as to the director's or directors' interest are disclosed or known to the members; or

b. The material facts as to the contract or transaction and as to the director's or directors' interest are fully disclosed or known to the board or a committee, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the board or committee, as the case may be, but the interested director or directors are not counted in determining the presence of a quorum and shall not vote; or

(b) The contract or transaction is a distribution, contract, or transaction that is made available on the same terms to all members or patron members as part of the cooperative's business; or

(c) The contract or transaction is for services provided to the cooperative which services were deemed necessary by the board, or a committee, or the chief executive officer, or the president and the contract to provide such services is no less favorable to the cooperative than such an agreement would be with a person who is not a member of the board negotiated at arm's length at a cost not more than the reasonable fair market value for the same services charged by other providers.

(2) A resolution fixing the compensation of a director as a director, officer, employee, or agent of the cooperative is not void or voidable or considered to be a contract or other transaction between the cooperative and one or more of its directors for purposes of this section even though the director receiving the compensation fixed by the resolution is present and voting at the meeting of the board or a committee at which the resolution is authorized, approved, or ratified or even though other directors voting upon the resolution are also receiving compensation from the cooperative.

(3) If a committee is appointed to authorize, ratify, or approve a contract or transaction under this section, the members of the committee shall not have a conflict of interest with respect to such contract or transaction and shall be charged with representing the best interests of the cooperative.

2. For purposes of this section, a director has a material financial interest in each contract or transaction in which the director or the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters, and the brothers and sisters of the spouse of the director or any combination of them have a material financial interest. For purposes of this section, a contract or other transaction between a cooperative and the spouse, parents, children and spouses of children, brothers and sisters and spouses of brothers and sisters, and the brothers and sisters of the spouse of a director or any combination of them, is considered to be a transaction between the cooperative and the director.

(L. 2011 S.B. 366)

Personal liability of directors, limitations.

351.1078. 1. A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles or bylaws except as provided in subsection 2 of this section.

2. The articles or bylaws shall not eliminate or limit the liability of a director:

(1) For a breach of the director's duty of loyalty to the cooperative or its members;

(2) For acts or omissions that are not in good faith and involve intentional misconduct by the director;

(3) For illegal distributions;

(4) For a transaction from which the director derived an improper personal benefit; or

(5) For an act or omission occurring before the date when the provision in the articles or bylaws eliminating or limiting liability becomes effective.

(L. 2011 S.B. 366)

Definitions--indemnification of former officials, when--liabilityinsurance permitted, when.

351.1081. 1. The definitions in this subsection apply to this section.

2. (1) "Cooperative" includes a domestic or foreign cooperative that was the predecessor of the cooperative referred to in this section in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(2) "Official capacity" means:

(a) With respect to a director, the position of director in a cooperative;

(b) With respect to a person other than a director, the elective or appointive office or position held by the person, member of a committee of the board, the employment relationship undertaken by an employee of the cooperative, or the scope of the services provided by members who provide services to the cooperative; and

(c) With respect to a director, chief executive officer, member, or employee of the cooperative who, while a member, director, chief executive officer, or employee of the cooperative, is or was serving at the request of the cooperative or whose duties in that position involve or involved service as a director, manager, officer, member, partner, trustee, employee, or agent of another organization or employee benefit plan, the position of that person as a director, manager, officer, member, partner, trustee, employee, or agent, as the case may be, of the other organization or employee benefit plan.

(3) "Proceeding" means a threatened, pending, or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the cooperative.

3. (1) Subject to the provisions of subsection 5 of this section, a cooperative may indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney fees and disbursements incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:

(a) Has not been indemnified, or if indemnified, then not fully indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorney fees and disbursements incurred by the person in connection with the proceeding with respect to the same acts or omissions;

(b) Acted in good faith;

(c) Received no improper personal benefit and the person has not committed an act for which liability cannot be eliminated or limited under subsection 2 of section 351.1078;

(d) In the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

a. In the case of acts or omissions occurring in the official capacity described in paragraphs (a) and (b) of subdivision (2) of subsection 2* of this section, reasonably believed that the conduct was in the best interests of the cooperative, or in the case of acts or omissions occurring in the official capacity described in paragraph (c) of subdivision (2) of subsection 2* of this section, reasonably believed that the conduct was not opposed to the best interests of the cooperative. If the person's acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the cooperative if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan; or

b. Was not at the time of the acts or omissions complained of in the proceeding a director, chief executive officer, or person possessing, directly or indirectly, the power to direct or cause the direction of the management or policies of the cooperative.

(2) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the criteria set forth in this section.

4. Subject to the provisions of subsection 5 of this section, if a person is made or threatened to be made a party to a proceeding, such person shall be entitled, upon written request to the board, to payment or reimbursement by the cooperative of reasonable expenses, including attorney fees and disbursements incurred by the person in advance of the final disposition of the proceeding, provided that:

(1) Upon receipt by the cooperative of a written affirmation by the person of a good faith belief that the criteria for indemnification set forth in subsection 3 of this section has been satisfied, such person makes a written undertaking, in a form acceptable to the cooperative, to repay all amounts paid or reimbursed by the cooperative, if it is ultimately determined that the criteria for indemnification have not been satisfied, which written undertaking is an unlimited general obligation of the person making it, but need not be secured and may be accepted without reference to financial ability to make payment; and

(2) Those making the determination determine that the facts then known would not preclude indemnification under subsection 3 of this section.

5. The articles or bylaws may prohibit indemnification or advances of expenses otherwise required by this section or may impose conditions on indemnification or advances of expenses in addition to the conditions contained in subsections 3 and 4 of this section, including, without limitation, monetary limits on indemnification or advances of expenses if the conditions apply equally to all persons or to all persons within a given class. A prohibition or limit on indemnification or advances of expenses shall not apply to or affect the right of a person to indemnification or advances of expenses with respect to any acts or omissions of the person occurring before the effective date of a provision in the articles or the date of adoption of a provision in the bylaws establishing the prohibition or limit on indemnification or advances of expenses.

6. This section shall not require or limit the ability of a cooperative to reimburse expenses, including attorney fees and disbursements, incurred by a person in connection with an appearance as a witness in a proceeding at a time when the person has not been made or threatened to be made a party to a proceeding.

7. Unless otherwise set forth in the articles or bylaws, all determinations whether indemnification of a person is required because the criteria set forth in subsection 4 of this section has been satisfied and whether a person is entitled to payment or reimbursement of expenses in advance of the final disposition of a proceeding as provided in subsection 3 of this section shall be made:

(1) By a majority of the board at a meeting where a quorum is present, provided that the directors who are, at the time, parties to the proceeding are not counted for determining either a majority or the presence of a quorum;

(2) If a quorum of the board under subdivision (1) of this subsection cannot be obtained, then by a majority of a committee of the board consisting solely of two or more directors who are not, at the time, parties to the proceeding, but who are duly designated to make such a determination by a majority of the board, which majority includes directors who are, at the time, parties to the proceeding;

(3) If a determination is not made under subdivisions (1) or (2) of this subsection, then by legal counsel selected either by a majority of the board in the manner set forth in subdivision (1) of this subsection, provided a quorum can be obtained, or by a committee by vote in the manner set forth in subdivision (2) of this subsection, provided a committee can be established by a majority of the board, including directors who are parties to the proceeding; or

(4) If a determination is not made under subdivisions (1) to (3) of this subsection inclusive, then by the affirmative vote of the members, but the membership interests held by parties to the proceeding shall not be counted in determining the presence of a quorum, and are not considered to be present and entitled to vote on the determination.

8. A cooperative may purchase and maintain insurance on behalf of a person in that person's official capacity against any liability asserted against and incurred by the person in or arising from that person's official capacity, whether or not the cooperative would have been required to indemnify the person against the liability under the provisions of this section.

9. Nothing in this section shall be construed to limit the power of the cooperative to indemnify persons other than a director, chief executive officer, member, employee, or member of a committee of the board by contract or otherwise.

(L. 2011 S.B. 366)

*"Subsection 1" appears in original rolls.

Election of officers--chief executive officer permitted.

351.1084. 1. Unless otherwise set forth in the articles or bylaws:

(1) The board may elect a chair and one or more vice chairs of the board to hold and lead meetings of the board; and

(2) The board shall elect or appoint a president and secretary to serve as officers of the cooperative;

(3) The officers, other than the chief executive officer, president and secretary shall not have the authority to bind the cooperative except as authorized by the board.

2. The board may elect additional officers as the articles or bylaws authorize or require.

3. The offices of president and secretary may be combined, and the same person may serve in both capacities.

4. The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative, and if a chief executive officer is employed, the chief executive officer shall have the authority to implement the functions, duties, and obligations of the cooperative except as restricted by the board or as delegated to a manager. The chief executive officer shall not exercise authority reserved to the board, a manager, the members, the articles, or the bylaws. Nothing contained herein shall limit the cooperative's right to have co-chief executive officers.

(L. 2011 S.B. 366)

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

351.1087. 1. A cooperative shall have one or more members.

2. (1) A cooperative may, but is not obligated to, group members and patron members in districts, units, or on another basis if and as authorized in its articles or bylaws.

(2) The board may, but is not obligated to, implement the use of districts or units, including setting the time and place and prescribing the rules of conduct for holding meetings by districts or units to elect delegates to members' meetings.

3. A membership interest is personal property. A member has no interest in specific property of the cooperative. All property of the cooperative is property of the cooperative itself.

4. The authorized amounts and divisions of patron membership interests and, if authorized, nonpatron membership interests to be issued by the cooperative may be increased, decreased, established, or altered, in accordance with the bylaws, articles, and sections 351.1000 to 351.1228.

5. Authorized membership interests may be issued on terms and conditions prescribed in the articles, bylaws, or if not authorized in the articles or bylaws, as determined by the board. A membership interest may not be issued until the subscription price of the membership interest has been paid in money or property provided that the value of any property to be contributed shall be approved and agreed to by the board.

6. Unless otherwise set forth in the articles or bylaws, the patron membership interests collectively shall have not less than fifty percent of the cooperative's financial rights.

7. Except as otherwise set forth in the articles or bylaws, all the patron membership interests of a cooperative shall:

(1) Be of one class, without series, unless the articles or bylaws establish or authorize the board to establish more than one class or one or more series within classes;

(2) Be ordinary patron membership interests, be entitled to vote as provided in sections 351.1000 to 351.1228, and have equal rights and preferences in all matters not otherwise provided for by the board and to the extent that the articles or bylaws have fixed the relative rights and preferences of different classes and series; and

(3) Share profits and losses and be entitled to distributions as provided in sections 351.1000 to 351.1228.

8. The cooperative may solicit and issue nonpatron membership interests on terms and conditions determined by the board, and as otherwise set forth in the articles or bylaws.

9. Except as otherwise set forth in the bylaws, a member is not, merely on account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative, and as such, a member's membership interest is nonassessable. A member is liable to the cooperative for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative, provided that no third party shall be a beneficiary of this obligation or be entitled to enforce this obligation.

(L. 2011 S.B. 366)

Division of membership interests, classes or series.

351.1090. 1. Without limiting the authority granted in this section, and unless otherwise stated in the articles or bylaws, a cooperative may divide the membership interests into different classes or series, which may:

(1) Be subject to the right of the cooperative to redeem any of such membership interests at a price fixed by the articles, bylaws, or by resolution of the board;

(2) Entitle the members to cumulative, partially cumulative, or noncumulative distributions;

(3) Have preference over any class or series of membership interests for the payment of distributions of any or all kinds;

(4) Be convertible into membership interests of any other class or any series of the same or another class; or

(5) Have full, partial, or no voting rights, except as otherwise provided in sections 351.1000 to 351.1228.

2. The cooperative, through its articles or bylaws, may create different classes or series of membership interests and may fix the relative rights and preferences of such classes or series, or subject to any restrictions in the articles or bylaws, the board may establish different classes or series of membership interests by a duly adopted resolution which sets forth the designation of such classes or series, and fixes the relative rights and preferences of such classes or series. Any of the rights and preferences of a class or series of membership interests established in the articles, bylaws, or by resolution of the board:

(1) May be made dependent upon facts ascertainable outside the articles or bylaws or outside the resolution or resolutions establishing the class or series, if the manner in which the facts operate upon the rights and preferences of the class or series is clearly and expressly set forth in the articles or bylaws or in the resolution or resolutions establishing the class or series; and

(2) May include by reference some or all of the terms of any agreements, contracts, or other arrangements entered into by the cooperative in connection with the establishment of the class or series if the cooperative retains at its principal executive office a copy of the agreements, contracts, or other arrangements or the portions thereof which are included by reference.

(L. 2011 S.B. 366)

Certified and uncertified membership interests, requirements.

351.1093. 1. The membership interests of a cooperative shall be either certificated or uncertificated as set forth in the articles or bylaws or as determined by the board. Each holder of a certificated membership interest or interests are entitled to a certificate of membership interest to be issued by the cooperative in accordance with this section.

2. Certificates of membership shall be signed by at least one officer of the cooperative as authorized in the articles, bylaws, or by resolution of the board or, in the absence of such an authorization, by the chief executive officer, president, secretary, or chairman of the board.

3. If a person signs a certificate while such person is an authorized signatory under subsection 2 of this section, the certificate may be issued by the cooperative, even if such person has ceased to have that capacity before the certificate is actually issued, with the same effect as if the person had that capacity at the date of its issue.

4. If issued, a certificate representing a membership interest or interests of a cooperative shall contain on its face:

(1) The name of the cooperative;

(2) A statement that the cooperative is organized under the laws of this state and sections 351.1000 to 351.1228;

(3) The name of the person to whom the certificate is issued;

(4) The number and class of membership interests, and the designation of the series, if any, that the certificate represents;

(5) A statement that the membership interests in the cooperative are subject to the articles and bylaws of the cooperative; and

(6) Restrictions on transfer, if any, including approval of the board, first rights of purchase by the cooperative, and other restrictions on transfer, which may be stated by reference to the back of the certificate where such restrictions may be listed or to another document.

5. A certificate signed as provided in subsection 2 of this section is prima facie evidence of the ownership of the membership interests referred to in the certificate.

6. Unless uncertificated membership interests are prohibited by the articles or bylaws, a resolution approved by the board may provide that some or all of any or all classes and series of its membership interests will be uncertificated membership interests. The resolution shall not apply to membership interests represented by a certificate until the certificate is surrendered to the cooperative. Within a reasonable time after the issuance or transfer of uncertificated membership interests to a member, the cooperative shall send such member the information required by this section to be stated on certificates. Except as otherwise expressly provided by the articles, bylaws, or sections 351.1000 to 351.1228, the rights and obligations of the holders of certificated and uncertificated membership interests of the same class and series shall be identical.

(L. 2011 S.B. 366)

Issuance of new certificates of membership for destroyed, lost, orstolen certificates.

351.1096. 1. A new certificate of membership interest may be issued under section 351.1093 in the place of one that is alleged to have been lost, stolen, or destroyed, upon the filing of an affidavit of lost, stolen, or destroyed certificate by the member with the secretary of the cooperative.

2. The issuance of a new certificate under this section shall not constitute an overissue of the membership interests it represents, and upon any such issue, the replaced certificate shall without further action become null and void.

(L. 2011 S.B. 366)

Annual meeting requirements.

351.1099. 1. The regular members' meeting shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.

2. The regular members' meeting shall be held at the principal place of business of the cooperative or at another location as determined by the bylaws or the board.

3. The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year, including the financial condition of the cooperative as of the close of the previous fiscal year.

4. Unless otherwise set forth in sections 351.1000 to 351.1228, the articles, or the bylaws, all directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.

5. (1) The cooperative shall give notice of regular members' meetings in accordance with section 351.1216 at least two weeks before the date of the meeting or mailed at least fifteen days before the date of the meeting.

(2) The notice shall contain a summary of any amendments to, or restatements of, any bylaw or bylaws adopted by the board since the last annual members' meeting.

6. A member may waive notice of a members' meeting. A waiver of notice by a member entitled to receive notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a members' meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

(L. 2011 S.B. 366)

Special members' meetings, when, requirements.

351.1102. 1. Except as otherwise set forth in the bylaws, special members' meetings may be called by:

(1) One or more of the members of the board; or

(2) The written petition, submitted to the chairman of the board, of at least twenty percent of the patron members or, if authorized, twenty percent of the nonpatron members, twenty percent of all members, or members representing twenty percent of the membership interests collectively.

2. The cooperative shall give notice of a special members' meeting in accordance with section 351.1216 and shall state the time, place, and purpose of the special members' meeting. A special members' meeting notice shall be issued within ten days after the date of the presentation of a members' petition and the special members' meeting shall be held within thirty days after the date of the presentation of the members' petition.

3. A member may waive notice of a special members' meeting. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

(L. 2011 S.B. 366)

Quorum, how constituted.

351.1105. 1. Unless otherwise set forth in the articles or bylaws, the quorum for a members' meeting to transact business shall be ten percent of the total number of members of the cooperative. The total number of members required for a quorum may be more, but in no case less, than ten percent, as set forth in the articles or bylaws.

2. In determining whether a quorum is present with respect to a particular question submitted to a vote of the members for which voting by mail or alternative ballot has previously been authorized, members present in person or represented by mail vote or the alternative ballot method shall be counted. The presence of a quorum shall be verified by the chairman of the board or the secretary of the cooperative and shall be reported in the minutes of the meeting.

3. An action by the members shall not be valid or legal in the absence of a quorum at the meeting at which the action was taken.

(L. 2011 S.B. 366)

Meetings, remote communication permitted, requirements.

351.1108. 1. To the extent authorized in the articles or the bylaws or as determined by the board, a regular or special members' meeting may be held by any combination of means of remote communication through which the members may participate in the meeting if notice of the meeting was given in accordance with the bylaws and sections 351.1000 to 351.1228 and if the membership interests held by the members so participating in the meeting would be sufficient to constitute a quorum at a meeting. Participation by a member by means of remote communication constitutes presence at the meeting in person or by proxy if all the other requirements of sections 351.1000 to 351.1228 for the meeting are met.

2. In any members' meeting held where one or more members participates in such meeting by means of remote communication under subsection 1 of this section:

(1) The cooperative shall implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member; and

(2) The cooperative shall implement reasonable measures to provide each member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:

(a) Read or hear the proceedings of the meeting substantially concurrently with those proceedings;

(b) If allowed by the procedures governing the meeting, have the member's remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and

(c) If otherwise entitled, vote on matters submitted to the members.

3. Waiver of notice by a member of a meeting by means of authenticated electronic communication may be given in the manner provided for the regular or special members' meeting. Participation in a meeting by means of remote communication described in subsection 1 of this section is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting.

(L. 2011 S.B. 366)

Majority vote of members required, when.

351.1111. 1. Unless otherwise required by sections 351.1000 to 351.1228, the articles, or bylaws, the members shall take action by the affirmative vote of the members of a majority of the voting power of the membership interests present and entitled to vote on that item of business at a duly called members' meeting where a quorum is present.

2. Unless otherwise required in the articles or bylaws, in any case where a class or series of membership interests is entitled to vote on a particular matter of the cooperative as a class or series by sections 351.1000 to 351.1228, the articles, bylaws, or by the terms of such membership interests, then such matter shall also receive, in addition to the affirmative vote required in subsection 1 of this section, the affirmative vote of a majority of the voting power of the membership interests of such class or series at a duly called meeting where a quorum of such class or series is present.

3. (1) The articles or bylaws may provide for a greater quorum or voting requirement for members or voting groups than is provided for by sections 351.1000 to 351.1228.

(2) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.

(L. 2011 S.B. 366)

Written action permitted, when, requirements.

351.1114. 1. If the articles or bylaws so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who own voting power equal to the voting power required to take the same action at a members' meeting at which a quorum of members were present. If the articles or bylaws do not so provide, an action required or permitted to be taken at a members' meeting may be taken by written action signed, or consented to by authenticated electronic communication by all of the members.

2. The written action shall be effective when signed or consented to by authenticated electronic communication by the required number of members unless a different effective time is provided in the written action.

3. When written action is permitted to be taken by less than all members, all members shall be notified within a reasonable time of its text and effective date. Unless otherwise provided in the bylaws, a member who does not sign or consent to the written action has no liability for the action or actions taken by the written action.

(L. 2011 S.B. 366)

Patron members, voting rights and requirements.

351.1117. 1. A patron member of a cooperative is entitled to one vote on an issue to be voted upon by patron members, except that if authorized in the articles or bylaws, a patron member may be entitled to additional votes based on patronage criteria as described in section 351.1120. On any matter of the cooperative, an affirmative vote of all patron members entitled to vote on such matter, unless a greater or lesser amount is required by sections 351.1000 to 351.1228, the bylaws, or the articles, shall be binding on all patron members. A nonpatron member has the voting rights in accordance with his or her nonpatron membership interest as granted in the articles or bylaws, subject to the provisions of sections 351.1000 to 351.1228.

2. Unless otherwise set forth in the articles or bylaws, a member's vote at a members' meeting shall be in person, by mail, if a mail vote is authorized by the board, by alternative ballot if authorized by the board, or by proxy as set forth in subsection 3 of this section.

3. Unless otherwise set forth in the articles or bylaws:

(1) All proxies shall be in writing and executed by the member issuing such proxy, or such member's attorney in fact. Such proxy shall be filed with the chairman of the board before or at the time of a meeting in order to be effective at that meeting. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. No appointment is irrevocable unless the appointment is coupled with an interest in the membership interests of the cooperative;

(2) A copy, facsimile, or other reproduction of the original written proxy may be substituted or used in lieu of the original written proxy for any purpose for which the original written proxy could be used, if the copy, facsimile, or other reproduction is a complete and legible reproduction of the entire original written proxy;

(3) An appointment of a proxy for membership interests owned jointly by two or more members is valid if signed by any one of those members, unless the cooperative receives from any one of those members written notice either denying the authority of that person to appoint a proxy or appointing a different proxy, in which case the proxy will be deemed invalid. If the cooperative shall receive conflicting proxies signed by the different owners of the membership interests, then all proxies submitted for such membership interests will be deemed invalid;

(4) An appointment may be terminated at will unless the appointment is coupled with an interest, in which case it shall not be terminated except in accordance with the terms of an agreement, if any, between the parties to the appointment. Termination may be made by filing written notice of the termination of the appointment with the cooperative or by filing a new written appointment of a proxy with the cooperative. Termination in either manner revokes all prior proxy appointments and is effective when filed with the cooperative.

4. (1) A cooperative may provide in the articles or bylaws that units, districts, or other type of classification authorized under sections 351.1000 to 351.1228 of members are entitled to be represented at members' meetings by delegates chosen by the members of such unit, district, or other classification. The delegates may vote on matters at the members' meeting in the same manner as a member. The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws.

(2) If the approval of a certain portion of the members is required for adoption of amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate.

5. The board may fix a record date not more than sixty days, or a shorter time period as provided in the articles or bylaws, before the date of a members' meeting as the date for the determination of the owners of membership interests entitled to notice of and entitled to vote at a meeting. When a record date is so fixed, only members on that date are entitled to notice of and permitted to vote at that members' meeting.

6. The articles or bylaws may give or prescribe the manner of giving a creditor, security holder, or other nonmember, other than a vote by proxy under subsection 3 of this section or as otherwise allowed under section 351.1123, governance rights in the cooperative. If not otherwise provided in the articles or bylaws or by sections 351.1000 to 351.1228, creditors, security holders, or other nonmembers shall not have any governance rights in the cooperative.

7. Membership interests owned by two or more persons may be voted by any one of such persons unless the cooperative receives written notice from any one of such persons denying the authority of the other person or persons to vote those membership interests, in which case any vote of such membership interests shall be deemed invalid. Jointly owned membership interests shall have one vote, regardless of the number of owners, unless otherwise provided under subsection 1 of this section, the articles, or the bylaws. If the cooperative receives conflicting votes for the same membership interests, then all votes cast by such membership interests will be deemed invalid.

8. Except as provided in subsection 7 of this section, an owner of a nonpatron membership interest or a patron membership interest with more than one vote may vote any portion of the membership interest in any way the member chooses, provided that such member is entitled to vote on the particular matter at issue. If a member votes without designating the proportion voted in a particular way, the member is considered to have voted all of the membership interest in that way.

9. Any ballot, vote, authorization, or consent submitted by electronic communication under sections 351.1000 to 351.1228 may be revoked by the member submitting a written revocation including another ballot, vote, authorization, or consent so long as the revocation is received by a director or an officer of the cooperative which has been designated, under the bylaws or by resolution of the board, to receive such revocation at or before the meeting or before an action without a meeting is effective. A ballot, vote, authorization, or consent submitted by a member who attends a members' meeting shall automatically and without further action revoke such member's previous electronic ballot, vote, authorization, or consent, if any.

(L. 2011 S.B. 366)

Additional vote for patron member, when.

351.1120. 1. A cooperative, by its articles or bylaws, may authorize patron members to have an additional vote for:

(1) A stipulated amount of business transacted between the patron member and cooperative;

(2) Where the patron member is another cooperative, a stipulated number of patron members of such member;

(3) A certain stipulated amount of equity allocated to or held by a patron member in the cooperative;

(4) A combination of methods in subdivisions (1) to (3) of this subsection.

2. A cooperative that is organized into units or districts of patron members may, by the articles or bylaws, authorize the delegates elected by its patron members to have an additional vote for:

(1) A stipulated amount of business transacted between the patron members in the units or districts and the cooperative;

(2) A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or

(3) A combination of methods in subdivisions (1) and (2) of this subsection.

(L. 2011 S.B. 366)

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

351.1123. Unless otherwise set forth in the articles or bylaws:

(1) Membership interests of a cooperative owned by another business entity as of the record date may be voted by the chair, chief executive officer, or an officer of that organization authorized to vote the membership interest by such business entity;

(2) Subject to section 351.1126, membership interests held in the name of a member, but under the control of another person as such member's personal representative, administrator, executor, guardian, conservator, or similar position may be voted by such person, either in person or by proxy, in the place of the member upon the filing of notice to the cooperative;

(3) Subject to section 351.1126, membership interests in the name of a trustee in bankruptcy or a receiver as of the record date are not eligible to vote and may not be voted by such trustee or receiver;

(4) The grant of a security interest in a membership interest does not entitle the holders of the security interest to vote.

(L. 2011 S.B. 366)

Cooperative interests in other business entity, representative atbusiness meeting of other entity permitted.

351.1126. A cooperative that holds ownership interests of another business entity may, by direction of the board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative shall have authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting.

(L. 2011 S.B. 366)

Property rights of cooperative.

351.1129. 1. A cooperative may, by resolution of the board and without first obtaining member approval, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient:

(1) Sell, lease, transfer, or otherwise dispose of its property and assets in the usual and regular course of its business;

(2) Sell, lease, transfer, or otherwise dispose of a portion but not all or substantially all of its property and assets not in the usual and regular course of its business;

(3) Sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets not in the usual and regular course of its business if:

(a) The cooperative has given written notice to the members of the impending or potential disposition prior to the disposition; and

(b) The board has determined that failure to proceed with the disposition would be adverse to the interests of the members and the cooperative;

(4) Grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business;

(5) Transfer any or all of its property to a business entity, all the ownership interests of which are owned by the cooperative; or

(6) For purposes of debt financing, transfer any or all of its property to a special purpose entity owned or controlled by the cooperative for an asset securitization.

2. Except as otherwise provided in the bylaws or in subdivision (3) of subsection 1 of this section, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the cooperative's property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions and for those considerations which may be money, securities, or other instruments for the payment of money or other property when such action is approved by the members at a regular or special members' meeting in accordance with section 351.1111. Written notice of the meeting shall be given to the members and shall state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.

3. The transferee shall be liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by law.

(L. 2011 S.B. 366)

Transfer of membership and financial rights, restrictions--death ofmember, effect of.

351.1132. 1. A restriction on the transfer of membership interests of a cooperative may be imposed in the articles, bylaws, by a resolution adopted by the members, or by an agreement among or other written action by a number of members or holders of other membership interests or among them and the cooperative. A restriction is not binding with respect to membership interests issued prior to the adoption of the restriction, unless the holders of those membership interests are parties to the agreement or voted in favor of the restriction.

2. The articles or bylaws may, but shall not be required to, provide that the cooperative or the patron members, individually or collectively, have the first right of purchasing the membership interests of any membership interests, or class thereof, offered for sale upon the terms and conditions as set forth in the articles or bylaws. A repurchase of the membership interests by the cooperative shall render such membership interests null and void.

3. Except as provided in subsection 4 of this section or as otherwise provided in the articles or bylaws, a member's financial rights are transferable in whole or in part. Such an assignment does not dissolve the cooperative and does not entitle or empower the assignee to become a member, to exercise any governance rights, to receive any notices from the cooperative, or to cause dissolution of the cooperative.

4. A restriction on the assignment of financial rights may be imposed in the articles or bylaws, by a resolution adopted by the board, by a resolution adopted by the members, by an agreement among or other written action by the members, or by an agreement among or other written action by the members and the cooperative. A restriction is not binding with respect to financial rights reflected in the required records before the adoption of the restriction, unless the owners of those financial rights are parties to the agreement or voted in favor of the restriction. Once a restriction is imposed under this subsection, such restriction cannot be amended or removed by the members unless by an affirmative two-thirds majority vote of the members at an annual or special members' meeting.

5. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge a member's or an assignee's financial rights with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of a member's financial rights under this section. Sections 351.1000 to 351.1228 shall not deprive any member or assignee of financial rights of the benefit of any exemption laws applicable to the membership interest. This section shall be the sole and exclusive remedy of a judgment creditor with respect to the judgment debtor's membership interest.

6. Subject to section 351.1123 and except as otherwise set forth in the bylaws, if a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, or an order for relief under the bankruptcy code is entered with respect to the member, the member's executor, administrator, guardian, conservator, trustee, or other legal representative may exercise all of the member's rights for the purpose of settling the estate or administering the member's property. Subject to section 351.1123, if a member is a business entity, trust, or other entity and is dissolved, terminated, or placed by a court in receivership or bankruptcy, the powers of that member may be exercised by its legal representative or successor. The cooperative shall have the first right to repurchase the membership interest of such deceased, incompetent, or bankrupt member from such member's executor, administrator, guardian, conservator, trustee, or other legal representative, upon such terms and as set forth in the bylaws, and shall have the first right to repurchase the membership interest of such dissolved, terminated, or bankrupt business entity, trust, or other business entity.

(L. 2011 S.B. 366)

Contributions accepted, when, requirements.

351.1135. 1. Subject to any restrictions in sections 351.1000 to 351.1228, the articles, or bylaws regarding patron and nonpatron membership interests, and only when authorized by the board, a cooperative may accept contributions which may be patron or nonpatron membership contributions under this section, make contribution agreements under section 351.1138, and make contribution rights agreements under section 351.1141.

2. Except as otherwise set forth in the bylaws, a person may make a contribution to a cooperative:

(1) By paying money or transferring the ownership of an interest in property to the cooperative or rendering services to or for the benefit of the cooperative; or

(2) Through a written obligation signed by the person to pay money or transfer ownership of an interest in property to the cooperative or to perform services to or for the benefit of the cooperative.

3. No purported contribution shall be treated or considered as a contribution, unless:

(1) The board accepts the contribution on behalf of the cooperative and in that acceptance describes the contribution, including terms of future performance, if any, and agrees to and states the value being accorded to the contribution; and

(2) The fact of contribution and the contribution's accorded value are both reflected in the required records of the cooperative.

4. The determination of the board as to the amount or fair value or the fairness to the cooperative of the contribution accepted or to be accepted by the cooperative or the terms of payment or performance, including under a contribution agreement under section 351.1138, and a contribution rights agreement under section 351.1141, are presumed to be proper if they are made in good faith and on the basis of accounting methods, or a fair valuation or other method, reasonable in the circumstances.

(L. 2011 S.B. 366)

Contribution agreements, requirements.

351.1138. 1. A contribution agreement, whether made before or after the formation of the cooperative, is not enforceable against the would-be contributor unless it is in writing and signed by the would-be contributor.

2. Unless otherwise provided in the contribution agreement, or unless all of the would-be contributors and, if in existence, the cooperative, consent to a shorter or longer period in the contribution agreement, a contribution agreement is irrevocable for a period of six months.

3. A contribution agreement, whether made before or after the formation of a cooperative, shall be paid or performed in full at the time or times, or in the installments, if any, specified in the contribution agreement. In the absence of a provision in the contribution agreement specifying the time at which the contribution is to be paid or performed, the contribution shall be paid or performed at the time or times determined by the board.

4. (1) Unless otherwise provided in the contribution agreement, in the event of default in the payment or performance of an installment or call when due, the cooperative may proceed to collect the amount due in the same manner as a debt due the cooperative. If a would-be contributor does not make a required contribution of property or services, the cooperative shall require the would-be contributor to contribute cash equal to that portion of the value, as determined in section 351.1135, of the contribution that has not been made.

(2) If the amount due under a contribution agreement remains unpaid for a period of twenty days after written notice of demand for payment has been given to the delinquent would-be contributor, the cooperative may:

(a) Terminate the contribution agreement and automatically revoke and cancel any membership interest issued to the would-be contributor under the contribution agreement, and retain any portion of the contribution previously paid by the would-be contributor; or

(b) Pursue any other remedy available to the cooperative at law or equity.

5. Unless otherwise provided in the articles or bylaws, a would-be contributor's rights under a contribution agreement may not be assigned, in whole or in part, to another person unless such assignment is approved by a majority of the board or unanimously by the members, either of which may be by written consent, and upon such terms as set forth in the bylaws.

(L. 2011 S.B. 366)

Contribution rights agreements.

351.1141. 1. Subject to any restrictions in the articles or bylaws, a cooperative may enter into contribution rights agreements under the terms, provisions, and conditions fixed by the board.

2. Any contribution rights agreement shall be in writing and the writing shall state in full, summarize, or include by reference all of the agreement's terms, provisions, and conditions of the rights to make contributions.

3. Unless otherwise provided in the articles or bylaws, a would-be contributor's rights under a contribution rights agreement shall not be assigned, in whole or in part, to a person who was not a member at the time of the assignment, unless all the members approve the assignment by unanimous written consent.

(L. 2011 S.B. 366)

Profits and losses, allocation of, requirements.

351.1144. 1. Unless otherwise set forth in the articles or bylaws, the board shall prescribe the allocation of profits and losses between patron membership interests collectively and any other membership interests, which profits and losses may be allocated between patron membership interests collectively and other membership interests on the basis of the value of patronage by the patron membership interests collectively and other membership interests, or as otherwise determined by the board. Unless otherwise stated in the articles or bylaws, the allocation of profits to the patron membership interests collectively shall not be less than fifty percent of the total profits in any fiscal year. In no event shall the allocation of profits to the patron membership interests collectively be less than fifteen percent of the total profits in any fiscal year.

2. Unless otherwise set forth in the bylaws, the board shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If not otherwise provided in the bylaws, distribution shall be made to the patron membership interests collectively and other members on the basis of the number of membership interests issued to such member in relation to the total amount of membership interests then issued and outstanding. Unless otherwise set forth in the articles or bylaws, the distributions to patron membership interests collectively shall not be less than fifty percent of the total distributions in any fiscal year. In no event shall the distributions to patron membership interests collectively be less than fifteen percent of the total distributions in any year.

(L. 2011 S.B. 366)

Net income, set aside permitted, when--annual distributionrequired--refund credits.

351.1147. 1. A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve.

2. Except as otherwise set forth in the bylaws, in addition to a capital reserve, the board may, for patron membership interests:

(1) Set aside an amount, to be determined by the board, of the annual net income of the cooperative for promoting and encouraging the cooperative;

(2) Set aside and retain that portion of the annual net income as determined by the board to be necessary to meet the upcoming and ongoing capital needs of the cooperative; and

(3) Establish and accumulate reserves for advancement of the cooperative's business purposes.

3. Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may, but is not obligated to, establish pooling arrangements, allocation units, or both, as determined by the board, whether the units are functional, divisional, departmental, geographic, or otherwise and may account for and distribute net income to patrons on the basis of such allocation units or pooling arrangements. A cooperative, as determined by the board, may offset the net loss of an allocation unit, pooling arrangement, or both, against the net income of other allocation units or pooling arrangements, and may set off any amounts owed to the cooperative by a member from amounts otherwise distributable to a member.

4. Unless otherwise set forth in the bylaws, distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.

5. A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, scrip or its own or other securities as determined by the board.

6. The cooperative, through its bylaws or through a separate agreement by and between the member and the cooperative, may obligate the member to accept the method of taxation of the member's distribution as determined by the board, regardless of the form of such distribution.

7. The cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal or unequal terms with patron members.

8. Except as otherwise set forth in the bylaws, if a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the nonpatron's individual account. The board may issue a certificate of interest to reflect the credited amount.

(L. 2011 S.B. 366)

Unclaimed property, how treated.

351.1150. 1. A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property filed under section 447.539:

(1) Distribute the unclaimed property to a business entity or organization that is exempt from taxation; or

(2) Retain the unclaimed property as operational reserve funds.

2. The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax exempt organization or retained by the cooperative as set forth in subsection 1 of this section if:

(1) A reasonable effort to distribute the property to the member has been made by the cooperative; and

(2) (a) Notice that the payment is available has been mailed to the last known address of the person shown by the records to be entitled to the property; or

(b) If the member's address is unknown, notice is published in an official publication of the cooperative; and

(3) The cooperative has received no response from the member within the two-year period following the date such notice was mailed or published as the case may be.

(L. 2011 S.B. 366)

Merger and consolidation--definitions--procedure, effect of.

351.1153. 1. As used in this section and sections 351.1156 and 351.1159, the following words shall mean:

(1) "Consolidated entity", that entity, or those entities, which are being consolidated into the new entity as described in the plan of consolidation;

(2) "Merging entity", that entity, or those entities, which are merging into the surviving entity as described in the plan of merger;

(3) "New entity", that entity created due to a consolidation of entities as described in the plan of consolidation;

(4) "Ownership interest", shares, membership interests which shall include patron and nonpatron membership interests in the case of a cooperative, or other instances of ownership, whether certificated or uncertificated, in a business entity;

(5) "Surviving entity", that entity into which all other merging entities shall merge as described in the plan of merger.

2. (1) Unless otherwise prohibited by Missouri statute or the statutes of a foreign jurisdiction, cooperatives organized under the laws of this state may merge or consolidate with each other, one or more domestic business entity, one or more foreign business entity, or any combination thereof, by complying with:

(a) The provisions of this section;

(b) The provisions of the law of the state of domicile of the surviving or new entity; and

(c) The provisions of the law of the state of domicile of all merging entities.

(2) Mergers or consolidations involving domestic business entities shall be subject to the revised statutes of Missouri governing such domestic business entity.

(3) This subsection shall not authorize a foreign business entity to act in any way in violation of the law governing the foreign business entity.

3. To initiate a merger or consolidation under subsection 2 of this section, a written plan of merger or consolidation shall be prepared by the board or by a committee selected by the board to prepare a plan. The plan shall state:

(1) The names and states of domicile of the cooperatives, domestic business entities, or foreign business entities in a consolidation, or the names and state of domicile of each merging entity;

(2) The name and state of domicile of the surviving or new entity;

(3) The manner and basis of converting ownership interests of the constituent domestic cooperatives in a consolidation, or the merging entities in a merger into membership or ownership interests in the surviving or new entity;

(4) The terms of the merger or consolidation;

(5) Provided the surviving entity shall be a cooperative subject to sections 351.1000 to 351.1228, the election by the cooperative of either a corporate or partnership tax structure under federal income tax law;

(6) The proposed effect of the consolidation or merger on the ownership interests of the members which shall include patron and nonpatron members in the case of a cooperative, shareholders, or owners of the new or surviving entity, as the case may be; and

(7) For a consolidation, the plan shall contain the articles of the entity or organizational documents to be filed with the state in which the new entity is organized, including any filings in Missouri.

4. The board shall mail or otherwise transmit or deliver notice of the merger or consolidation to each member in the same manner as notice of a regular or special members' meeting is given. The notice shall contain the full text of the plan, and the time and place of the meeting at which the plan will be considered.

5. (1) A plan of merger or consolidation shall be adopted by a cooperative as provided in this subsection.

(2) A plan of merger or consolidation shall be adopted if:

(a) A quorum of the members eligible to vote is registered as being present or represented by mail vote or alternative ballot at the members' meeting; and

(b) The plan is approved by the patron members, or if otherwise provided in the articles or bylaws, is approved by a majority of the votes cast in each class of votes cast, or for a cooperative with articles or bylaws requiring more than a majority of the votes cast or other conditions for approval, the plan is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.

(3) After the plan has been adopted, articles of merger or articles of consolidation stating that the plan was adopted according to this subsection shall be signed by an authorized representative of each of the merging or consolidated entities, and an authorized representative of the new or surviving entity. A copy of the plan shall be attached to such articles of merger or consolidation.

(4) The articles of merger or consolidation shall be filed in the office of the secretary of state.

(5) For a merger, the articles of the surviving cooperative subject to sections 351.1000 to 351.1228 are deemed amended to the extent provided in the articles of merger.

(6) Unless a later date is provided in the plan, the merger or consolidation is effective when the articles of merger or consolidation are filed in the office of the secretary of state or the appropriate office of another jurisdiction.

(7) In the case of a merger, the secretary of state shall issue a certificate of merger following the filing of the articles of merger by the secretary of state.

(8) In the case of a consolidation, the secretary of state shall issue a certificate of organization following the filing of the articles of consolidation by the secretary of state.

6. (1) After the effective date:

(a) In the case of a merger, the merging entity or entities and the surviving entity shall become a single entity, and the separate existence of each merging entity that is a party to the plan of merger shall cease;

(b) In the case of a consolidation, the new entity shall be formed and the separate existence of each consolidated domestic or foreign business entity that is a party to the plan of consolidation shall cease.

(2) The surviving or new entity possesses all of the rights and property of each of the merging or consolidated entities and is responsible for all their obligations. The title to property of the merging or consolidated entity or entities is vested in the surviving or new entity without reversion or impairment of the title caused by the merger or consolidation.

(3) If it shall be the case that a domestic or foreign business entity not organized as a cooperative association but operating on a cooperative basis under the provisions of subchapter T of the Internal Revenue Code of 1986, as amended, shall merge into a cooperative under sections 351.1000 to 351.1228, then the bylaws and other cooperative agreements related to such entity shall be allowed to govern without further amendment and the surviving entity may continue to operate in the same manner as the merging entity so long as such operations, bylaws, or other cooperative agreements do not directly violate sections 351.1000 to 351.1228.

(L. 2011 S.B. 366)

Subsidiaries, merger with parent, when, procedure--certificate ofmerger required.

351.1156. 1. A parent cooperative owning at least ninety percent of the outstanding ownership interests in a subsidiary business entity, whether directly or indirectly through related organizations, may merge the subsidiary business entity into itself or into any other subsidiary of which at least ninety percent of the outstanding ownership interests is owned by the parent cooperative, whether directly or indirectly through related organizations, without a vote of the members of itself or any subsidiary business entity or may merge itself, or itself and one or more of the subsidiary business entities, into one of the subsidiary business entities under this section. A resolution approved by the affirmative vote of a majority of the directors of the parent cooperative present shall set forth a plan of merger that contains:

(1) The name and states of domicile of the subsidiary business entity or entities, the name of the parent, and the name of the surviving entity;

(2) The manner and basis of converting the ownership interests of the subsidiary business entity or business entities or parent into ownership interests of the parent, subsidiary, or other business entity or, in the whole or in part, into money or other property;

(3) If the parent is a merging entity, a provision for the pro rata issuance of ownership interests of the surviving entity to the holders of membership interests of the parent on surrender of any certificates for shares of the parent;

(4) If the surviving entity is a subsidiary, a statement of any amendments to the articles of incorporation, organization or association, as the case may be, of the surviving entity that will be part of the merger;

(5) If the parent is the surviving entity, it may change its cooperative name, without a vote of its members, by the inclusion of a provision to that effect in the resolution of merger setting forth the plan of merger that is approved by the affirmative vote of a majority of the directors of the parent. Upon the effective date of the merger, the name of the parent shall be changed; and

(6) If the parent is a merging entity, the resolution is not effective unless it is also approved by the affirmative vote of the holders of two-thirds of the voting power of all membership interests of the parent entitled to vote at a regular or special members' meeting if the parent is a cooperative, or in accordance with the laws under which it is organized if the parent is another domestic business entity or a foreign business entity or cooperative.

2. Notice of the action, including a copy of the plan of merger, shall be given to each member, other than the parent and any subsidiary of each subsidiary that is a constituent cooperative in the merger before, or within ten days after, the effective date of the merger.

3. Articles of merger shall be prepared that contain:

(1) The name and states of domicile of each merging entity and the name and states of domicile of the surviving entity;

(2) The plan of merger; and

(3) A statement that the plan of merger has been approved by the parent under this section.

4. The articles of merger shall be signed on behalf of the parent and filed with the secretary of state.

5. The secretary of state shall issue a certificate of merger to the surviving entity or its legal representative.

(L. 2011 S.B. 366)

Abandonment of plan of merger, procedure.

351.1159. 1. After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that approved the plan.

2. A plan of merger may be abandoned before the effective date of the plan by a resolution of the board of any surviving entity or merging entity, subject to the contract rights of any other person under the plan. If a plan of merger is with a foreign business entity, the plan of merger may be abandoned before the effective date of the plan by a resolution of the foreign business entity adopted according to the laws of the state under which the foreign business entity is organized, subject to the contract rights of any other person under the plan. If the plan of merger is with a domestic business entity, the plan of merger may be abandoned by the domestic business entity in accordance with the provisions of the revised statutes of Missouri, subject to the contractual rights of any other person under the plan.

3. If articles of merger have been filed with the secretary of state, but have not yet become effective, the constituent organizations, or any one of them, shall file with the secretary of state articles of abandonment that contain:

(1) The names of the constituent organizations;

(2) The provisions of this section under which the plan is abandoned and the text of the resolution abandoning the plan.

(L. 2011 S.B. 366)

Dissolution, affirmative vote required.

351.1162. A cooperative may be dissolved by the affirmative vote of two-thirds of the members or by order of the court.

(L. 2011 S.B. 366)

Notice of dissolution.

351.1165. Before a cooperative begins dissolution, a notice of intent to dissolve shall be filed with the secretary of state. The notice shall contain:

(1) The name of the cooperative;

(2) The date and place of the members' meeting at which the resolution was approved; and

(3) A statement that the requisite vote of the members approved the proposed dissolution.

(L. 2011 S.B. 366)

Dissolution, interests in property may be conveyed, when.

351.1168. 1. After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board shall proceed as soon as possible:

(1) To collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and

(2) To pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.

2. After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.

3. Tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be distributed to the members and former members as provided in the articles or bylaws, which may be on the basis of such member's patronage with the cooperative, unless otherwise provided by law. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.

(L. 2011 S.B. 366)

Revocation of dissolution proceedings, when--members' meetingpermitted--effective date of revocation.

351.1171. 1. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.

2. The board may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.

3. Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.

(L. 2011 S.B. 366)

Creditor claims barred, when.

351.1174. The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent to dissolve is filed with the secretary of state.

(L. 2011 S.B. 366)

Articles of dissolution, procedure.

351.1177. 1. Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state:

(1) That all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;

(2) That the remaining property, assets, and claims of the cooperative have been distributed among the members or under a liquidation authorized by the members; and

(3) That legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.

2. The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.

3. The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:

(1) The name of the dissolved cooperative;

(2) The date the articles of dissolution were filed with the secretary of state; and

(3) A statement that the cooperative is dissolved.

(L. 2011 S.B. 366)

Court supervision of dissolution, when.

351.1180. After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court.

(L. 2011 S.B. 366)

Equitable relief and liquidation of assets, when.

351.1183. 1. A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business:

(1) In a supervised voluntary dissolution that is applied for by the cooperative;

(2) In an action by a majority of the members when it is established that:

(a) The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative's affairs and the members are unable to break the deadlock;

(b) The board or those in control of the cooperative have breached their fiduciary duties to the members;

(c) The members are so divided in voting power that, for a period that includes the time when two consecutive regular members' meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;

(d) The cooperative assets are being misapplied or wasted; or

(e) The period of duration as provided in the articles has expired and has not been extended as provided in sections 351.1000 to 351.1228; and

(3) In an action by a creditor when:

(a) The cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business; or

(b) In an action by the attorney general to dissolve the cooperative in accordance with sections 351.1000 to 351.1228 when it is established that a decree of dissolution is appropriate.

2. In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative but shall not refuse to order equitable relief or dissolution solely on the grounds that the cooperative has accumulated operating net income or current operating net income.

3. In deciding whether to order dissolution of the cooperative, the court shall consider whether lesser relief suggested by one or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision (2) of subsection 1 of this section. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.

4. If the court finds that a party to a proceeding brought under this section has acted arbitrarily, or otherwise not in good faith, the court may in its discretion award reasonable expenses including attorney fees and disbursements to any of the other parties.

5. Proceedings under this section shall be brought in a court within the county where the registered address of the cooperative is located.

6. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.

(L. 2011 S.B. 366)

Court authority in dissolution proceedings--receiver may beappointed--distribution of assets.

351.1186. 1. In dissolution proceedings before a hearing can be completed, the court may:

(1) Issue injunctions;

(2) Appoint receivers with all powers and duties that the court directs;

(3) Take actions required to preserve the cooperative's assets wherever located; and

(4) Carry on the business of the cooperative.

2. After a hearing is completed, upon notice to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.

3. The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:

(1) The costs and expense of the proceedings, including attorney fees and disbursements;

(2) Debts, taxes, and assessments due the United States, this state, and other states in that order;

(3) Claims duly proved and allowed to employees under the provisions of the workers' compensation act except that claims under this clause may not be allowed if the cooperative carried workers' compensation insurance, as provided by law, at the time the injury was sustained;

(4) Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three months preceding the appointment of the receiver, if any; and

(5) Other claims proved and allowed.

4. After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed under an approved liquidation plan.

(L. 2011 S.B. 366)

Receivers, requirements.

351.1189. 1. A receiver shall be a natural person or a domestic business entity or a foreign business entity authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court.

2. A receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction over the cooperative and its property.

(L. 2011 S.B. 366)

Involuntary dissolution, when.

351.1192. 1. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that:

(1) The articles and certificate of organization were procured through fraud;

(2) The cooperative was organized for a purpose not permitted by sections 351.1000 to 351.1228 or prohibited by state law;

(3) The cooperative has flagrantly violated a provision of sections 351.1000 to 351.1228, has violated a provision of sections 351.1000 to 351.1228 more than once, or has violated more than one provision of sections 351.1000 to 351.1228; or

(4) The cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative's privileges, or enterprise.

2. An action may not be commenced under subsection 1 of this section until forty-five days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has committed, or failed to commit, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative thirty additional days to make the correction before filing the action. If the cooperative makes the correction within such thirty-day period, the attorney general shall not file the action.

(L. 2011 S.B. 366)

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

351.1195. 1. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form prescribed by the court.

2. If the court requires the filing of claims, the court shall:

(1) Set a date, by order, at least one hundred twenty days after the date the order is filed as the last day for the filing of claims; and

(2) Prescribe the notice of the fixed date that shall be given to creditors and claimants.

3. Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.

(L. 2011 S.B. 366)

Discontinuance of involuntary dissolution.

351.1198. The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets.

(L. 2011 S.B. 366)

Court order of dissolution, when.

351.1201. 1. In an involuntary or supervised voluntary dissolution, after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members or if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.

2. When the order dissolving the cooperative has been entered, the cooperative shall be dissolved.

(L. 2011 S.B. 366)

Certified copy of dissolution to be filed.

351.1204. After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state shall not charge a fee for filing the dissolution order.

(L. 2011 S.B. 366)

Creditor claims after dissolution forever barred.

351.1207. 1. A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings, all those claiming through or under the creditor or claimant are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.

2. Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the offenders, directors, or members of the cooperative before the expiration of the applicable statute of limitations. This subsection shall not apply to dissolution under the supervision or order of a court.

(L. 2011 S.B. 366)

Claims against dissolved cooperative, former officers, directors, andmembers may defend.

351.1210. After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.

(L. 2011 S.B. 366)

Foreign cooperatives, conflict of laws--certificate of authorityrequired, other requirements.

351.1213. 1. (1) Subject to the constitution of this state, the laws of the jurisdiction under which a foreign cooperative is organized govern its organization and internal affairs and the liability of its members. A foreign cooperative shall not be denied a certificate of authority to transact business in this state by reason of any difference between those laws and the laws of this state.

(2) A foreign cooperative holding a valid certificate of authority in this state has no greater rights or privileges than a domestic cooperative. The certificate of authority does not authorize the foreign cooperative to exercise any of its powers or purposes that a domestic cooperative is forbidden by law to exercise in this state.

(3) A foreign cooperative may apply for a certificate of authority under any name that would be available to a cooperative, whether or not the name is the name under which it is authorized in its jurisdiction of organization.

(4) Nothing contained herein shall be interpreted to require a foreign business entity which is not formed as a cooperative association under the laws of any foreign jurisdiction but is otherwise operating on a cooperative basis to comply with the provisions of sections 351.1000 to 351.1228, including but not limited to obtaining a certificate of authority as set forth in subsection 2 of this section. Such an entity shall, however, remain obligated to comply with the revised statutes of Missouri, as applicable to such entity.

2. (1) Before transacting business in this state, a foreign cooperative shall obtain a certificate of authority from the secretary of state. An applicant for the certificate shall submit to the secretary of state an application for registration as a foreign cooperative, signed by an authorized person and setting forth:

(a) The name of the foreign cooperative and, if different, the name under which it proposes to register and transact business in this state;

(b) The jurisdiction of its organization or formation, and the date of such organization or formation;

(c) The name and business address, which may not be a post office box, of the proposed registered agent in this state, which agent shall be an individual resident of this state, a domestic business entity, or a foreign cooperative having a place of business in, and authorized to do business in, this state;

(d) The address of the registered office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal place of business of the foreign cooperative;

(e) The date the foreign cooperative expires in the jurisdiction of its organization; and

(f) A statement that the secretary of state is appointed as the agent of the foreign cooperative for service of process if the foreign cooperative fails to maintain a registered agent in this state or if the agent cannot be found or served with the exercise of reasonable diligence.

(2) The application shall be accompanied by a filing fee of one hundred dollars.

(3) The application shall also be accompanied by a certificate of good standing or certificate of existence issued by the secretary of state of the foreign cooperative's state of domicile, which certificate shall be dated within sixty days of the date of filing.

(4) If the secretary of state finds that an application for a certificate of authority conforms to law and all fees have been paid, the secretary of state shall:

(a) File the original application; and

(b) Return a copy of the original application to the person who filed it with a certificate of authority issued by the secretary of state.

(5) A certificate of authority issued under this section is effective from the date the application is filed with the secretary of state accompanied by the payment of the requisite fees.

(6) If any statement in the application for a certificate of authority by a foreign cooperative was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign cooperative shall promptly file with the secretary of state:

(a) In the case of a change in its name, a termination, or a merger, a certificate to that effect authenticated by the proper officer of the state or country under the laws of which the foreign cooperative is organized; and

(b) A fee for the document, which is the same as the fee for filing an amendment.

3. A foreign cooperative authorized to transact business in this state shall:

(1) Appoint and continuously maintain a registered agent in the same manner as provided in section 351.1027; or

(2) File a report upon any change in the name or business address of its registered agent in the same manner as provided in section 351.1027.

4. (1) A foreign cooperative authorized to transact business in this state may cancel its registration by filing articles of cancellation with the secretary of state, which articles of cancellation shall set forth:

(a) The name of the foreign cooperative and the state or country under the laws of which it is organized;

(b) That the foreign cooperative is not transacting business in this state;

(c) That the foreign cooperative surrenders its authority to transact business in this state;

(d) That the foreign cooperative revokes the authority of its registered agent in this state to accept service of process and consents to that service of process in any action, suit, or proceeding based upon any cause of action arising in this state out of the transaction of the foreign cooperative in this state;

(e) A post office address to which a person may mail a copy of any process against the foreign cooperative; and

(f) That the authority of the secretary of state to accept service of process in this state for any cause of action arising out of the transactions of the foreign cooperative in this state remains in full force and effect.

(2) The filing with the secretary of state of a certificate of termination or a certificate of merger if the foreign cooperative is not the surviving organization from the proper officer of the state or country under the laws of which the foreign cooperative is organized constitutes a valid application of withdrawal and the authority of the foreign cooperative to transact business in this state shall cease upon the filing of the certificate.

(3) The certificate of authority of a foreign cooperative to transact business in this state may be revoked by the secretary of state upon the occurrence of any of the following events:

(a) The foreign cooperative has failed to appoint and maintain a registered agent as required by sections 351.1000 to 351.1228, file a report upon any change in the name or business address of the registered agent, or file in the office of the secretary of state any amendment to its application for a certificate of authority as specified in subdivision (6) of subsection 2 of this section; or

(b) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the foreign cooperative under sections 351.1000 to 351.1228.

(4) No certificate of authority of a foreign cooperative shall be revoked by the secretary of state unless:

(a) The secretary of state has given the foreign cooperative not less than sixty days' notice by mail addressed to its registered office in this state or, if the foreign cooperative fails to appoint and maintain a registered agent in this state, addressed to the office address in the jurisdiction of organization; and

(b) During the sixty-day period, the foreign cooperative has failed to file the report of change regarding the registered agent, to file any amendment, or to correct the misrepresentation.

(5) Sixty days after the mailing of the notice without the foreign cooperative taking the action set forth in paragraph (b) of subdivision (4) of this subsection, the authority of the foreign cooperative to transact business in this state shall cease. The secretary of state shall issue a certificate of revocation and shall mail the certificate to the address of the registered agent in this state or if there is none, then to the principal place of business or the registered office required to be maintained in the jurisdiction of organization of the foreign cooperative.

5. (1) A foreign cooperative transacting business in this state shall not maintain any action, suit, or proceeding in any court of this state until it possesses a certificate of authority.

(2) The failure of a foreign cooperative to obtain a certificate of authority does not impair the validity of any contract or act of the foreign cooperative or prevent the foreign cooperative from defending any action, suit, or proceeding in any court of this state.

(3) A foreign cooperative, by transacting business in this state without a certificate of authority, appoints the secretary of state as its agent upon whom any notice, process, or demand may be served.

(4) A foreign cooperative that transacts business in this state without a valid certificate of authority is liable to the state for the years or parts of years during which it transacted business in this state without the certificate in any amount equal to all fees that would have been imposed by sections 351.1000 to 351.1228 upon the foreign cooperative had it duly obtained the certificate, filed all reports required by sections 351.1000 to 351.1228, and paid all penalties imposed by sections 351.1000 to 351.1228. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.

(5) A foreign cooperative that transacts business in this state without a valid certificate of authority shall be subject to a civil penalty, payable to the state, not to exceed five thousand dollars. Each director or in the absence of directors, each member or agent who authorizes, directs, or participates in the transaction of business in this state on behalf of a foreign cooperative that does not have a certificate shall be subject to a civil penalty, payable to the state, not to exceed one thousand dollars.

(6) The civil penalties set forth in subdivision (5) of this subsection may be recovered in an action brought in this state by the attorney general. Upon a finding by the court that a foreign cooperative or any of its members, directors, or agents have transacted business in this state in violation of sections 351.1000 to 351.1228, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining the further transaction of the business of the foreign cooperative and the further exercise of the foreign cooperative's rights and privileges in this state. The foreign cooperative shall be enjoined from transacting business in this state until all civil penalties plus any interest and court costs that the court may assess have been paid and until the foreign cooperative has otherwise complied with the provisions of sections 351.1000 to 351.1228.

(7) A member of a foreign cooperative shall not be liable for the debts and obligations of the foreign cooperative solely by reason of foreign cooperative's having transacted business in this state without a valid certificate of authority.

6. (1) The following activities of a foreign cooperative, among others, shall not constitute transacting business within the meaning of this section:

(a) Maintaining or defending any action or suit or any administrative arbitration proceeding, or settling any proceeding, claim, or dispute;

(b) Holding meetings of its members or carrying on any other activities concerning its internal affairs;

(c) Maintaining bank accounts;

(d) Having members that are residents of this state or such members having retail locations in this state;

(e) Selling through independent contractors;

(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(i) Selling or transferring title to property in this state to any person; or

(j) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like manner.

(2) For purposes of this section, any foreign cooperative that owns income-producing real or tangible personal property in this state, other than property exempted under subdivision (1) of this subsection, shall be considered to be transacting business in this state.

(3) The list of activities in subdivision (1) of this subsection shall not be exhaustive. This subsection shall not apply in determining the contracts or activities that may subject a foreign cooperative to service of process or taxation in this state or to regulation under any other law of this state.

7. The secretary of state, the attorney general, or both, may bring an action to restrain a foreign cooperative from transacting business in this state in violation of sections 351.1000 to 351.1228 or other laws of this state.

8. Service of process on a foreign cooperative shall be as provided under Missouri law.

(L. 2011 S.B. 366)

Notice deemed given, when--electronic communications, consent given,when.

351.1216. 1. Any notice to members given by the cooperative under any provision of sections 351.1000 to 351.1228, the articles, or the bylaws may be given in any of the following forms, and such notice is deemed given:

(1) If by facsimile communication, when directed to a telephone number at which the member has consented to receive notice;

(2) If by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice;

(3) If by a posting on an electronic network on which the member has consented to receive notice, together with separate notice to the member of the specific posting, upon the later of:

(a) The posting; and

(b) The giving of the separate notice;

(4) If by any other form of electronic communication by which the member has consented to receive notice, when directed to the member;

(5) If by United States mail, then when placed in the mail and directed to the address shown as the last known address of the member in the records of the cooperative; and

(6) If by overnight courier service, then when delivered to the courier service and directed to the address shown as the last known address of the member in the records of the cooperative.

2. For any notice which is required to be given to a director under sections 351.1000 to 351.1228, such notice may be given in any method as set forth in subsection 1 of this section upon such director consenting to such director's receipt of notice in such manner.

3. For a member that is a business entity, notice mailed or delivered by an alternative method under subsection 1 of this section shall be to an officer of the entity.

4. An affidavit of the secretary, other authorized officer, or authorized agent of the cooperative that the notice has been given by a form of electronic communication is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.

5. Consent by a member to notice given by electronic communication may be given in writing or by authenticated electronic communication. The cooperative shall be entitled to rely on any consent so given until revoked by the member provided that no revocation affects the validity of any notice given before receipt by the cooperative of revocation of the consent.

6. Unless otherwise stated herein, all notices shall be deemed effective when given.

7. Failure of a member to receive a special or regular members' meeting notice shall not invalidate an action taken by the members at a members' meeting.

(L. 2011 S.B. 366)

Cooperative not deemed a franchise.

351.1219. A cooperative formed under and operating in compliance with sections 351.1000 to 351.1228 shall not be deemed or construed to be a franchise under the laws of the state of Missouri.

(L. 2011 S.B. 366)

Records and signatures--definitions--legal effect of.

351.1222. 1. As used in this section, the following terms mean:

(1) "Electronic", relating to technology, having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities;

(2) "Electronic record", a record created, generated, sent, communicated, received, or stored by electronic means;

(3) "Electronic signature", an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record;

(4) "Record", information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(5) "Signed", the signature of a person that has been written on a document, and with respect to a document required by sections 351.1000 to 351.1228 to be filed with the secretary of state, a document that has been signed by a person authorized to do so by sections 351.1000 to 351.1228, the articles, or bylaws, or by a resolution approved by the board or the members. A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile, or electronically, or in any other manner reproduced on the document.

2. For purposes of sections 351.1000 to 351.1228:

(1) A record or signature shall not be denied legal effect or enforceability solely because it is in electronic form;

(2) A contract shall not be denied legal effect or enforceability solely because an electronic record was used in its formation;

(3) If a provision requires a record to be in writing, an electronic record satisfies the requirement; and

(4) If a provision requires a signature, an electronic signature satisfies the requirement.

(L. 2011 S.B. 366)

Amendments and repeal of act, state reserves right of.

351.1225. The state reserves the right to amend or repeal the provisions of sections 351.1000 to 351.1228 by law. A cooperative organized or governed by sections 351.1000 to 351.1228 is subject to this reserved right.

(L. 2011 S.B. 366)

Additional powers of secretary of state--rulemaking authority.

351.1227. The secretary of state shall have further power and authority as is reasonably necessary to enable the secretary of state to administer this chapter efficiently and to perform the duties therein imposed upon the secretary of state. Any rule or portion of a rule, as that term is defined in section 536.010, that is created under the authority delegated in this section shall become effective only if it complies with and is subject to all of the provisions of chapter 536 and, if applicable, section 536.028. This section and chapter 536 are nonseverable and if any of the powers vested with the general assembly under chapter 536 to review, to delay the effective date, or to disapprove and annul a rule are subsequently held unconstitutional, then the grant of rulemaking authority and any rule proposed or adopted after August 28, 2011, shall be invalid and void.

(L. 2011 S.B. 366)

Filing fees, determined by secretary of state.

351.1228. Unless otherwise provided, the filing fee for documents filed under sections 351.1000 to 351.1228 shall be determined by the secretary of state.

(L. 2011 S.B. 366)


Top
bottom Missouri General Assembly

Copyright © Missouri Legislature, all rights reserved.