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)
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, RSMo, 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)
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)
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, RSMo
Incorporation of banks, Chap. 362, RSMo
Incorporation of commodity associations, Chap. 275, RSMo
Incorporation of cooperative companies, Chap. 357, RSMo
Incorporation of county agricultural and mechanical societies, Chap. 262, RSMo
Incorporation of county town and farmers' mutual property insurance companies, Chap. 380, RSMo
Incorporation of credit unions, Chap. 370, RSMo
Incorporation of fraternal benefit societies, Chap. 378, RSMo
Incorporation of insurance companies other than life, Chap. 379, RSMo
Incorporation of life and accident insurance companies, Chap. 376, RSMo
Incorporation of nonprofit cooperative associations, Chap. 274, RSMo
Incorporation of railroad companies, Chap. 388, RSMo
Incorporation of religious and charitable associations, Chap. 352, RSMo
Incorporation of rural electric cooperatives, Chap. 394, RSMo
Incorporation of savings and loan associations, Chap. 369, RSMo
Incorporation of stipulated premium plan life insurance companies, Chap. 377, RSMo
Incorporation of street railway companies, Chap. 391, RSMo
Incorporation of telegraph and telephone companies, Chap. 392, RSMo
Incorporation of union station companies, Chap. 388, RSMo
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)
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, RSMo, 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, RSMo
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, RSMo 391.130
Railroad corporation may operate toll bridge in connection with railroad bridge, RSMo 388.210
Toll bridge control to vest in county upon expiration of charter of owner, RSMo 234.050
Toll bridges on highways, county commission may grant right to build and operate, RSMo 234.160, 234.170
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
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
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, RSMo.
(L. 1990 H.B. 1432, A.L. 2003 S.B. 394, A.L. 2004 H.B. 1664)
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 annual report.
(L. 1990 H.B. 1432)
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
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)
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
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)
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)
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
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)
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.
(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)Prior revisions: 1929 § 4539; 1919 § 9735; 1909 § 2976
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)
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)
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
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, provided that the name of an incorporator shall not be changed. 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)
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)
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)
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)
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)
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)
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.
(L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664)
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)
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, RSMo, chapter 358, RSMo, or chapter 359, RSMo, or a name the exclusive right to which is, at the time, reserved in the manner provided in this chapter, chapter 347, RSMo, chapter 358, RSMo, or chapter 359, RSMo, 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)
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)(1972) Duty of secretary of state ministerial under this section and mandamus is proper remedy, telephone reservation with subsequent written application and fee not sufficient to bar written application and fee received after telephone call but before caller's written application. State ex rel. Lane v. Kirkpatrick (Mo.), 485 S.W.2d 62.
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 an annual corporation registration report.
2. The annual corporate registration report shall state the corporate name, the name of its registered agent and such agent's Missouri 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 annual corporate registration report shall be due the month that the corporation incorporated or qualified. Corporations existing prior to July 1, 2003, shall file the annual registration report on the month indicated on the corporation's last annual report. Corporations formed on or after July 1, 2003, shall file an annual registration report within thirty days of the date of incorporation or qualification and every year thereafter in the month that they were incorporated or qualified.
4. The annual 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 an annual 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 annual registration report. To change the corporation's registered agent with the filing of the annual 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 annual corporate registration report is not completed correctly, the secretary of state may reject the filing of such report.
7. A corporation's annual registration report must be filed in a format as prescribed by the secretary of state.
(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)Prior revisions: 1929 § 4613; 1919 § 9807
Effective 7-1-03
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 annual registration if the report is filed in a written format. The fee is fifteen dollars for each annual registration report filed via an electronic format prescribed by the secretary of state. 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 corporation shall forfeit its charter.
(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)Prior revisions: 1929 § 4617; 1919 § 9811
351.127. The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter. 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, 2009.
(L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288)Effective 7-01-01 (S.B. 288) 8-28-01 (H.B. 453)
Expires 12-31-09
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, RSMo, 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.
(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 7-1-03
351.145. It shall be the duty of the secretary of state to send notice that the annual 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 registration for the year preceding, as provided by law. The secretary of state may provide a form of the annual 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)Prior revisions: 1929 § 4624; 1919 § 9818
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
351.155. It shall be the duty of the secretary of state to furnish forms of annual corporate registration reports to any corporation upon request to any representative of the corporation, but no such form of the annual corporate registration report shall be furnished unless the name of the corporation for which they are desired shall accompany the request.
(RSMo 1939 § 5098, A.L. 1943 p. 410 § 124, A.L. 2002 S.B. 895)Prior revisions: 1929 § 4626; 1919 § 9820
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)
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)
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
(1964) Sale of negotiable notes from stockholders to loan and investment company held not to be void or illegal because part of consideration for sale of notes was the payment or cancellation of loans that had been made to the stockholder in variation of this section. Holt v. Queen City Loan and Investment, Inc. (Mo.), 377 S.W.2d 393.
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)
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)
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
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)
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)(1960) Where director purchased treasury stock of the corporation for twenty dollars a share and subsequently resold it for twenty-five dollars a share upon sale ordered by the board of directors but which was not advertised and of which no notice was given to other stockholders, sale of the stock would be set aside, but the director should be reimbursed for the amount paid to the corporation for his stock. Johnson v. Duensing (A.), 340 S.W.2d 758.
(1966) In the absence of actual fraud in the sale of shares to officers and key employees of corporation under stock option plan, the judgment of the board of directors as to the value of the consideration received for the shares will not be interfered with, Saigh v. Busch (Mo.), 403 S.W.2d 559.
(1996) When sections 351.410, 351.185 and 351.447, RSMo, are used in conjunction for a merger, the more specific statute overrides the general, and a vote is required. Kansas City Power & Light v. Western Resources, 939 F.Supp. 688 (W.D. Mo.).
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)(1966) Reduction of nominal capitalization of corporation is regarded as a fundamental change in corporation and in the absence of a specific statute authorizing it, corporation may not reduce the number of its authorized shares of stock in the sense of permanently retiring a portion of them, and purchase of its own shares by corporation constitutes reduction of its capital, at least if corporation has no surplus or if it cancels and retires the stock. State v. Culley (Mo.), 399 S.W.2d 49.
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)
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)
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)
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 and in the following manner:
(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;
(3) Each such distribution, when made, shall be identified as a liquidating dividend and the amount per share shall be disclosed to the shareholders receiving the same, concurrently with the payment thereof.
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)*Word "or" appears in original rolls.
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)(1956) Right of stockholder and director to inspect books of corporation and to make abstracts and memoranda therefrom discussed and defined. State ex rel. Watkins v. Cassell (A.), 294 S.W.2d 647.
(1956) Forfeiture under § 351.215 for refusal of officer of corporation to permit stockholder's inspection books held not subject to section 7, Art. IX of the Constitution but affords a right of action in favor of the stockholder. State ex rel. Watkins v. Cassell (A.), 294 S.W.2d 647.
(1958) Appointment of attorney and agent by minor stockholder to act for her in requesting corporate record inspection privilege held void. State ex rel. Dyer v. Union Electric Co. (A.), 309 S.W.2d 649.
(1958) Court did not err in denying plaintiff's claim as his daughter's natural guardian, under provisions of § 475.025 as it existed before reenactment in 1957, to forfeitures provided for in this section, since as to the stock plaintiff had no rights as natural guardian and upon determination of equitable issues adversely to plaintiff the court had no jurisdiction to render a judgment for plaintiff as to the forfeitures. Dyer v. Union Electric Co. (A.), 318 S.W.2d 401.
(1961) Stockholder had right to inspect books and documents of corporation and writ of mandamus issued to enforce right as to certain specified documents. State v. Ralston Purina Company (A.), 343 S.W.2d 631.
(1962) On transfer to supreme court judgment of trial court, quashing alternative writ, affirmed. Records and documents sought to be inspected were tentative studies prepared solely for information of management and were in nature of confidential inter-office communications and not "books" within meaning of statute. State v. Ralston Purina Company (Mo.), 358 S.W.2d 772.
(1971) Stockholder may have examination of books of corporation made by his attorney solely without stockholder being personally present. State ex rel. Armonette v. C. & R. Heating & Serv. Co. (A.), 475 S.W.2d 409.
(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.).
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 7-1-01
351.225. 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. 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)Effective 5-6-86
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)Effective 5-29-91
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.
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
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 t