Missouri Revised Statutes

Chapter 351
General and Business Corporations
Section 351.486

August 28, 2013


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.


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