Missouri Revised Statutes

Chapter 351
General and Business Corporations
Section 351.484

August 28, 2013


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)


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