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Missouri Revised Statutes
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General and Business Corporations
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Section
351.010
Title of Law.
Section
351.015
Definitions.
Section
351.017
Independent legal significance doctrine applicable to sections in this chapter.
Section
351.020
What corporations may organize under this law.
Section
351.025
Corporation organized under special law may file certification of acceptance of this law.
Section
351.030
Organization of street railroad, telegraph and telephone corporations, booming and rafting corporations.
Section
351.035
Bridge corporations — organization — powers.
Section
351.040
Use of streets by bridge corporations — damages to abutting property.
Section
351.045
Condemnation of lands and easements of light and air — procedure.
Section
351.046
Filing requirements — filing signifies document is correct.
Section
351.047
Forms.
Section
351.048
Effective dates of filing of documents — delayed effective date.
Section
351.049
Correcting filed documents — fee.
Section
351.050
Incorporators, duties — ownership and acquisition of shares, how construed.
Section
351.051
Documents filed, when — refusal to file — duty to file.
Section
351.053
Liability for preincorporation transactions.
Section
351.055
Articles of incorporation, required contents — optional contents.
Section
351.060
Filing of articles of incorporation — certificate of incorporation.
Section
351.065
Incorporation tax or fee.
Section
351.075
Certificate of incorporation is evidence of corporate existence.
Section
351.076
Certificate of good standing.
Section
351.080
First meeting and organization of board.
Section
351.085
Amendment of articles of incorporation permitted.
Section
351.090
Articles of incorporation, how amended.
Section
351.093
Certain shareholders must be permitted to vote, when.
Section
351.095
Certificate of amendment, contents of.
Section
351.100
Certificate of amendment, secretary of state to file and certify, when.
Section
351.105
When amendment shall become effective.
Section
351.106
Restatement of articles of incorporation.
Section
351.107
Restated articles of incorporation may be amended at time of restatement.
Section
351.110
Name of corporation regulated.
Section
351.115
Reservation of right to exclusive use of corporate name, time period.
Section
351.120
Corporate registration report required, when — change in registered office or agent to be filed with report — waiver, when.
Section
351.122
Option of biennial filing of corporate registration reports.
Section
351.125
Fees.
Section
351.127
Additional fee — expiration date.
Section
351.140
Registration, form — subject to false declaration penalties — notice on form required.
Section
351.145
Notice provided for corporate registration report.
Section
351.150
Failure to comply not excused for lack of notice.
Section
351.155
Duplicate forms, when furnished.
Section
351.156
Evidentiary effect of copy of filed document.
Section
351.160
Shares or bonds shall be for money paid, labor or property actually received — bonded indebtedness, how incurred.
Section
351.165
Note or obligation not to be considered payment for original issue shares — corporation shall not lend money to shareholder for purchase of shares — liability.
Section
351.170
Expenses of organization or reorganization, how paid.
Section
351.175
Subscriptions for shares — payment — failure to pay — notice for payment or forfeiture.
Section
351.180
Power to issue shares — preferences — procedure — redemption of stock by corporation, requirements — amended certificate of designation for classes or series adversely affecting holders, majority vote of holders required.
Section
351.182
Stock warrants, options — terms — consideration.
Section
351.185
Consideration for shares — exchange or conversion of shares.
Section
351.190
A corporation may determine that only a part of the consideration for which shares may be issued shall be stated capital, when.
Section
351.195
Reduction of stated capital, how made.
Section
351.200
Redemption or purchase of own shares — retirement of shares.
Section
351.205
Preferred shares issued before November 21, 1943, without redemption provisions, how redeemed.
Section
351.210
Paid-in surplus — its distribution and restrictions.
Section
351.215
Books and records, minutes of meeting — shareholder's right to examine — acquiring person's demand deemed proper, when — penalty.
Section
351.220
Payment of dividends on shares of stock.
Section
351.225
Shareholders' meetings prescribed by bylaws.
Section
351.230
Shareholders' meetings — notice of, how given, contents of.
Section
351.235
Meetings, how convened — vote inspectors, when appointed, duties of.
Section
351.240
Inspector's oath.
Section
351.245
Shares, how voted — control share acquisition proxies, valid when, requirements, shareholder may authorize another person to act as proxy, procedure — electronic transmission defined.
Section
351.246
Shareholders may create voting trust.
Section
351.250
Transfer books closed, when.
Section
351.255
Officer to make list of shareholders entitled to vote.
Section
351.260
Voting of shares standing in name of another corporation, domestic or foreign — deceased person's shares — receivers — pledges.
Section
351.265
Quorum of outstanding shares — representation by proxy — representation of false proxy, penalty.
Section
351.267
Five percent of shares of telephone company constitutes quorum, when — powers of quorum — directors, election by districts authorized.
Section
351.268
Shareholder's meeting, adjournment due to lack of quorum — postponement, adjournment defined.
Section
351.270
Bylaws may require concurrence of greater portion of shares than statutes require.
Section
351.273
Corporate action may be taken without meeting by written consents.
Section
351.275
Limitation of shareholder's obligation to corporation or its creditors.
Section
351.280
When execution may be levied against shareholders.
Section
351.285
Secretary shall give names and addresses of shareholders to officers holding executions against corporation.
Section
351.290
Bylaws, how adopted and amended.
Section
351.295
Stock certificate, form, contents, authorized signatures.
Section
351.300
Fractional shares, how issued.
Section
351.305
Preemptive right of shareholder to acquire additional shares, limited, how.
Section
351.310
Board of directors, powers, qualifications, compensation.
Section
351.315
Number of directors, how elected, how removed.
Section
351.317
Directors of corporations, removal of, when, how.
Section
351.320
Board vacancy, how filled.
Section
351.323
Provisional director appointed by court, when — qualifications, compensation, powers, removal.
Section
351.325
Board, quorum.
Section
351.327
Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception.
Section
351.330
Two or more directors shall constitute committee, when.
Section
351.335
Board meetings, where and how held.
Section
351.340
Board meetings, where and how held.
Section
351.345
Liability of directors.
Section
351.347
Acquisition proposals, board may make recommendation.
Section
351.355
Officer, director, employee, or agent of corporation indemnified, when, methods authorized.
Section
351.360
Officers — how chosen — powers and duties.
Section
351.365
Removal of officer or agent, when.
Section
351.370
Registered office and registered agent.
Section
351.375
Change of address of registered office or agent, how made.
Section
351.376
Resignation of agent.
Section
351.380
Process served on registered agent.
Section
351.385
Powers of corporation.
Section
351.386
Purposes.
Section
351.387
Definitions.
Section
351.388
Private and public corporations authorized to apply for and operate foreign trade zones.
Section
351.390
Corporation's powers to purchase, hold, transfer or dispose of its own shares.
Section
351.395
Conveyance of property not invalid because board of directors has exceeded corporation's powers — lack of capacity, power asserted, how.
Section
351.400
Disposition of assets.
Section
351.405
Rights of dissenting shareholder — sale or exchange of assets.
Section
351.407
Control shares acquisition procedures — exceptions.
Section
351.408
Conversion to corporation, certificate of conversion required, procedure, effect of conversion.
Section
351.409
Conversion of corporation to another business entity, procedure — certificate of conversion required — effect of conversion — inapplicability to nonprofit organizations.
Section
351.410
Merger procedure.
Section
351.415
Consolidation procedure.
Section
351.420
Merger plan to be submitted to shareholders, procedure.
Section
351.425
Voting by shareholders on plan for merger or consolidation.
Section
351.430
Summary of articles of merger or consolidation filed — contents.
Section
351.435
Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation.
Section
351.445
Certificate of merger returned to surviving or new corporation.
Section
351.447
Corporation holding ninety percent of the shares of another may merge without election, when.
Section
351.448
Merger without shareholders' vote, when — requirements, results.
Section
351.450
New status after merger or consolidation has been effected.
Section
351.455
Shareholder entitled to appraisal and payment of fair value, when — remedy exclusive, when.
Section
351.458
Merger or consolidation with foreign corporation — procedure.
Section
351.459
Definitions — business combinations, requirements — permitted combinations — exceptions.
Section
351.461
Merger of domestic corporation.
Section
351.462
Dissolution by incorporators or initial directors.
Section
351.464
Dissolution by board of directors and shareholders.
Section
351.466
Dissolution by consent of all shareholders.
Section
351.467
Filing for discontinuation of certain corporations — procedure.
Section
351.468
Articles of dissolution.
Section
351.474
Revocation of dissolution.
Section
351.476
Effect of dissolution.
Section
351.478
Known claims against dissolved corporation.
Section
351.482
Unknown claims against dissolved corporation.
Section
351.483
Certain claims against insured dissolved corporations, limitations.
Section
351.484
Grounds for administrative dissolution.
Section
351.486
Procedure and effect of administrative dissolution.
Section
351.488
Reinstatement following dissolution — name of reinstated corporation — administrative dissolution, effect of.
Section
351.492
Appeal from denial of reinstatement.
Section
351.493
Penalties for violations by corporations or businesses.
Section
351.494
Grounds for judicial dissolution.
Section
351.496
Procedure for judicial dissolution.
Section
351.498
Receivership or custodianship.
Section
351.502
Decree of dissolution.
Section
351.504
Deposit with state treasurer.
Section
351.522
Request for termination — contents — fees.
Section
351.526
Certain corporations, directors and officers as trustees.
Section
351.572
Authority to transact business required.
Section
351.574
Consequences of transacting business without authority.
Section
351.576
Application for certificate of authority.
Section
351.578
Amended certificate of authority.
Section
351.582
Effect of certificate of authority.
Section
351.584
Corporate name of foreign corporation.
Section
351.586
Registered office and agent of foreign corporation.
Section
351.588
Change of registered office of agent of foreign corporation.
Section
351.592
Resignation of registered agent of foreign corporation.
Section
351.594
Service on foreign corporation.
Section
351.596
Withdrawal of foreign corporation, procedure.
Section
351.598
Revocation.
Section
351.602
Procedure and effect of revocation.
Section
351.604
Reinstatement of revoked certificate — appeal of revocation.
Section
351.606
Statutory merger, foreign corporation, filing required.
Section
351.608
No prior approval by state agency necessary for acquisition of stocks and bonds by foreign corporations, when.
Section
351.609
Records possessed by corporations providing certain services to the public, definitions — applicability of section — records provided under subpoena or warrant — accelerated or extended time for production of records — motion to quash — authenticity verified — Missouri corporations — no cause of action, when.
Section
351.655
Waiver of notice equivalent to giving of notice.
Section
351.657
Abstract of corporate or registration record, fee — certification by secretary of state, fee — no fees, who — public inspection authorized — information by telephone, what given.
Section
351.658
Fees for corporate filings with secretary of state.
Section
351.660
Power and authority of secretary of state.
Section
351.665
Secretary of state may examine books and records — penalty for disclosing information.
Section
351.670
Disapproval of articles of incorporation, amendment, merger — forfeiture of certificate of authority — review.
Section
351.675
Fees paid to director of revenue.
Section
351.680
Deposit of registration moneys.
Section
351.685
Administrative personnel — compensation.
Section
351.690
Applicability of chapter to certain corporations.
Section
351.695
Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws.
Section
351.700
Powers of general assembly.
Section
351.705
No exemption from antitrust law.
Section
351.710
Penalty for refusal to exhibit books and records.
Section
351.713
Penalty for signing false documents.
Section
351.715
Penalty for violations.
Section
351.720
Punishment when convicted of misdemeanor.
Section
351.750
Application of law.
Section
351.755
Definition — election of status.
Section
351.760
Notice of status on issued shares.
Section
351.765
Share transfer prohibition.
Section
351.770
Share transfer after first refusal by corporation.
Section
351.775
Attempted share transfer in breach of prohibition.
Section
351.780
Compulsory purchase of shares after death of shareholder.
Section
351.785
Exercise of compulsory purchase right.
Section
351.790
Court action to compel purchase.
Section
351.800
Shareholder agreements.
Section
351.805
Elimination of board of directors.
Section
351.810
Bylaws.
Section
351.815
Annual meeting.
Section
351.820
Execution of documents in more than one capacity.
Section
351.825
Limited liability.
Section
351.830
Merger — share exchange — sale of assets.
Section
351.835
Termination of close corporation status.
Section
351.840
Effect of termination of close corporation status.
Section
351.845
Shareholder option to dissolve corporation.
Section
351.850
Court action to protect shareholders.
Section
351.855
Ordinary relief.
Section
351.860
Extraordinary relief — share purchase.
Section
351.865
Extraordinary relief — dissolution.
Section
351.870
Definitions.
Section
351.875
Grounds for shareholder dissent.
Section
351.880
Rights of partial dissenter.
Section
351.885
Meeting notice to state shareholder may be entitled to assert dissenters' rights.
Section
351.890
Written notice of intent to demand payment for shares.
Section
351.895
Written dissenters' notice — contents.
Section
351.900
Shareholder to demand payment and deposit certificates.
Section
351.905
Restricted transfer of uncertificated shares.
Section
351.910
Payment for fair value of shares.
Section
351.915
Time period — release of transfer restrictions.
Section
351.920
Withholding of payment from dissenter — grounds.
Section
351.925
Right to demand payment — notification of fair value.
Section
351.930
Proceeding to determine fair value of shares.
Section
351.935
Participation in administrative proceedings.
Section
351.1000
Citation of law.
Section
351.1003
Definitions
Section
351.1006
Formation and organization authorized.
Section
351.1009
Authorized officer or director required, when — bylaws and board — organizational meeting.
Section
351.1012
Name of cooperative, requirements.
Section
351.1015
Articles, contents, filing requirements — formation, when — transaction of business, when.
Section
351.1018
Amendment of articles, procedure.
Section
351.1021
Revocation of erroneous filing and curative documents, fee.
Section
351.1024
Date of existence — perpetual duration, exception.
Section
351.1027
Office and agent requirements — change of office or agent, procedure — resignation of agent, procedure — appointment of agent by secretary of state, when.
Section
351.1030
Bylaw requirements, adoption, amendment — emergency bylaws permitted.
Section
351.1033
Record-keeping requirements — examination of records, when.
Section
351.1036
Additional powers — act as agent of members, when — contractual authority — property rights — financial rights — employee benefits permitted.
Section
351.1039
Emergency powers and procedures
Section
351.1042
Governance by board required — board action, requirements — third-party agreements permitted, when.
Section
351.1045
Minimum number of directors — division into classes permitted.
Section
351.1048
Board election, procedure — voting by mail, procedure.
Section
351.1051
Vacancy, how filled.
Section
351.1054
Removal of director, procedure.
Section
351.1057
Meetings, conferences.
Section
351.1060
Quorum requirements.
Section
351.1063
Majority vote required, when.
Section
351.1066
Written action permitted, when, procedure.
Section
351.1069
Committees, procedure for meetings, minutes — committee members considered directors.
Section
351.1072
Discharge of duties, directors.
Section
351.1075
Contracts and transactions, not voidable for material financial interest of director, when.
Section
351.1078
Personal liability of directors, limitations.
Section
351.1081
Definitions — indemnification of former officials, when — liability insurance permitted, when.
Section
351.1084
Election of officers — chief executive officer permitted.
Section
351.1087
Membership of cooperatives, requirements — membership interests, authorization and issuance.
Section
351.1090
Division of membership interests, classes or series.
Section
351.1093
Certified and uncertified membership interests, requirements.
Section
351.1096
Issuance of new certificates of membership for destroyed, lost, or stolen certificates.
Section
351.1099
Annual meeting requirements.
Section
351.1102
Special members' meetings, when, requirements.
Section
351.1105
Quorum, how constituted.
Section
351.1108
Meetings, remote communication permitted, requirements.
Section
351.1111
Majority vote of members required, when.
Section
351.1114
Written action permitted, when, requirements.
Section
351.1117
Patron members, voting rights and requirements.
Section
351.1120
Additional vote for patron member, when.
Section
351.1123
Membership interests owned or controlled by another business, person, or trust.
Section
351.1126
Cooperative interests in other business entity, representative at business meeting of other entity permitted.
Section
351.1129
Property rights of cooperative.
Section
351.1132
Transfer of membership and financial rights, restrictions — death of member, effect of.
Section
351.1135
Contributions accepted, when, requirements.
Section
351.1138
Contribution agreements, requirements.
Section
351.1141
Contribution rights agreements.
Section
351.1144
Profits and losses, allocation of, requirements.
Section
351.1147
Net income, set aside permitted, when — annual distribution required — refund credits.
Section
351.1150
Unclaimed property, how treated.
Section
351.1153
Merger and consolidation — definitions — procedure, effect of.
Section
351.1156
Subsidiaries, merger with parent, when, procedure — certificate of merger required.
Section
351.1159
Abandonment of plan of merger, procedure.
Section
351.1162
Dissolution, affirmative vote required.
Section
351.1165
Notice of dissolution.
Section
351.1168
Dissolution, interests in property may be conveyed, when.
Section
351.1171
Revocation of dissolution proceedings, when — members' meeting permitted — effective date of revocation.
Section
351.1174
Creditor claims barred, when.
Section
351.1177
Articles of dissolution, procedure.
Section
351.1180
Court supervision of dissolution, when.
Section
351.1183
Equitable relief and liquidation of assets, when.
Section
351.1186
Court authority in dissolution proceedings — receiver may be appointed — distribution of assets.
Section
351.1189
Receivers, requirements.
Section
351.1192
Involuntary dissolution, when.
Section
351.1195
Creditor claims to be filed under oath, when, court procedure.
Section
351.1198
Discontinuance of involuntary dissolution.
Section
351.1201
Court order of dissolution, when.
Section
351.1204
Certified copy of dissolution to be filed.
Section
351.1207
Creditor claims after dissolution forever barred.
Section
351.1210
Claims against dissolved cooperative, former officers, directors, and members may defend.
Section
351.1213
Foreign cooperatives, conflict of laws — certificate of authority required, other requirements.
Section
351.1216
Notice deemed given, when — electronic communications, consent given, when.
Section
351.1219
Cooperative not deemed a franchise.
Section
351.1222
Records and signatures — definitions — legal effect of.
Section
351.1225
Amendments and repeal of act, state reserves right of.
Section
351.1227
Additional powers of secretary of state — rulemaking authority.
Section
351.1228
Filing fees, determined by secretary of state.