reglab/housing_qa huggingface dataset:
MO Rev Stat § 351.458 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.458 - Merger or consolidation with foreign corporation — procedure.

Effective - 01 Jul 2001   351.458. Merger or consolidation with foreign corporation — procedure. — 1. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:  (1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized;  (2) If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to do business in this state, and regardless of whether or not it is to do business in this state it shall file with the secretary of state of this state:  (a) An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation which is a party to the merger or consolidation the amount, if any, to which they shall be entitled under provisions of this chapter with respect to the rights of dissenting shareholders, and  (b) An agreement that it may be served with process in this state, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process, in any proceeding based upon any cause of action against any such domestic corporation arising in this state prior to the issuance of the certificate of merger or the certificate of consolidation by the secretary of state of this state, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation.  2. The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations; except, if the surviving or new corporation is to be governed by the laws of any state other than this state, to the extent that the laws of the other state shall otherwise provide.  3. If the surviving or new corporation is a foreign corporation, the effective date of such merger or consolidation shall be the date on which the same becomes effective in the state of domicile of such surviving or new corporation and the provisions of section 351.440 shall not apply. A document from the state of the domicile of the surviving corporation in the case of a merger, or the new corporation in the case of a consolidation, certifying that the merger or consolidation has become effective in such state shall be a requirement for the merger or consolidation becoming effective in this state. ­­-------- (L. 1961 p. 248, A.L. 1965 p. 532, A.L. 2001 S.B. 288)  Effective 7-01-01
MO Rev Stat § 351.461 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.461 - Merger of domestic corporation.

Effective - 01 Dec 1993   351.461. Merger of domestic corporation. — A domestic corporation may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities at least one of which is not a corporation, as provided in sections 347.700 to 347.735. ­­-------- (L. 1993 S.B. 66 & 20)  Effective 12-01-93
MO Rev Stat § 351.462 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.462 - Dissolution by incorporators or initial directors.

Effective - 28 Aug 1990   351.462. Dissolution by incorporators or initial directors. — A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:  (1) The name of the corporation;  (2) The date of its incorporation;  (3) Either that none of the corporation's shares have been issued, or that the corporation has not commenced business;  (4) That no debt of the corporation remains unpaid;  (5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and  (6) That a majority of the incorporators or initial directors authorized the dissolution. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.464 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.464 - Dissolution by board of directors and shareholders.

Effective - 28 Aug 1990   351.464. Dissolution by board of directors and shareholders. — 1. A corporation's board of directors may propose dissolution for submission to the shareholders.  2. For a proposal to dissolve to be adopted:  (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and  (2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5 of this section.  3. The board of directors may condition its submission of the proposal for dissolution on any basis.  4. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 351.230. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.  5. Unless the articles of incorporation or the board of directors, acting pursuant to subsection 3 of this section, require a greater vote, including a vote by any class of stock or any series of any class, the proposal to dissolve to be adopted must be approved by at least two-thirds of the votes entitled to be cast on that proposal. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.466 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.466 - Dissolution by consent of all shareholders.

Effective - 28 Aug 1990   351.466. Dissolution by consent of all shareholders. — A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.467 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.467 - Filing for discontinuation of certain corporations — procedure.

Effective - 28 Aug 1999   351.467. Filing for discontinuation of certain corporations — procedure. — 1. If the stockholders of a corporation of this state, having only two shareholders each of which own fifty percent of the stock therein, shall be unable to agree upon the desirability of continuing the business of such corporation, either stockholder may file with the circuit court in which the principal place of business of such corporation is located a petition stating that it desires to discontinue the business of such corporation and to dispose of the assets used in such business in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation.  2. Unless both stockholders file with the court: (1) within ninety days of the date of the filing of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or a modification thereof, and (2) within one hundred eighty days from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan had been completed, the court shall dissolve such corporation and shall by appointment of one or more trustees or receivers, administer and wind up its affairs in a method intended to realize the maximum value for the stockholders, including the sale of the company as a going concern, if appropriate. Either or both of the above periods may be extended by agreement of the stockholder, evidenced by a certificate similarly executed, acknowledged and filed with the court prior to the expiration of such period.  3. If, at any time within ninety days prior to the date upon which a petition is filed pursuant to subsection 1 of this section, shares of a corporation are owned by or for the benefit of persons who would be deemed related taxpayers for purposes of Section 267 of the Internal Revenue Code of 1986, as amended, or the regulations promulgated thereunder, then such shares shall be deemed owned by one stockholder for purposes of this section. ­­-------- (L. 1999 S.B. 278)
MO Rev Stat § 351.468 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.468 - Articles of dissolution.

Effective - 28 Aug 1990   351.468. Articles of dissolution. — 1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:  (1) The name of the corporation;  (2) The date dissolution was authorized;  (3) If dissolution was approved by the shareholders:  (a) The number of votes entitled to be cast on the proposal to dissolve; and  (b) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval or a statement that the dissolution was approved by the written consent of all shareholders;  (4) If voting by any class of stock or any series of any class of stock was required, the information required by subdivision (3) of this subsection must be separately provided for each class of stock or series thereof entitled to vote separately on the plan to dissolve.  2. A corporation is dissolved upon the effective date of its articles of dissolution. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.474 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.474 - Revocation of dissolution.

Effective - 28 Aug 1990   351.474. Revocation of dissolution. — 1. A corporation may revoke its dissolution within one hundred twenty days of its effective date.  2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.  3. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:  (1) The name of the corporation;  (2) The effective date of the dissolution that was revoked;  (3) The date that the revocation of dissolution was authorized;  (4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;  (5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and  (6) If shareholder action was required to revoke the dissolution, the information required by subdivision (3) or (4) of subsection 1 of section 351.468.  4. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.  5. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution has never occurred. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.476 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.476 - Effect of dissolution.

Effective - 28 Aug 1990   351.476. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:  (1) Collecting its assets;  (2) Disposing of its properties that will not be distributed in kind to its shareholders;  (3) Discharging or making provision for discharging its liabilities;  (4) Distributing its remaining property among its shareholders according to their interests; and  (5) Doing every other act necessary to wind up and liquidate its business and affairs.  2. Dissolution of a corporation does not:  (1) Transfer title to the corporation's property;  (2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;  (3) Subject its directors or officers to standards of conduct different from those applicable to directors and officers of a corporation which has not been dissolved; provided that any such officer or director who conducts business on behalf of the corporation except as provided in this section shall be personally liable for any obligation so incurred;  (4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;  (5) Prevent commencement of a proceeding by or against the corporation in its corporate name;  (6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;  (7) Terminate the authority of the registered agent of the corporation; or  (8) Make available for use by others its corporate name for a period of one year from the effective date of its dissolution. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.478 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.478 - Known claims against dissolved corporation.

Effective - 01 Jul 2001   351.478. Known claims against dissolved corporation. — 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation shall dispose of the known claims against it by following the procedure described in this section.  2. The corporation shall notify its known claimants in writing by United States Postal Service of the dissolution at any time after dissolution is authorized. The written notice must:  (1) Describe information that must be included in a claim;  (2) Provide a mailing address where a claim may be sent;  (3) State the deadline, which may not be fewer than one hundred eighty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and  (4) State that the claim will be barred if not received by the deadline.  3. Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, a claim against a corporation dissolved without fraudulent intent is barred:  (1) If a claimant who was given written notice pursuant to subsection 2 of this section does not deliver the claim to the corporation by the deadline;  (2) If a claimant whose claim was rejected by the dissolved corporation does not commence proceedings to enforce the claim within ninety days from the effective date of the rejection notice.  4. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.  5. For purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the authorization for dissolution was to defraud shareholders, creditors or others. ­­-------- (L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2001 S.B. 288)  Effective 7-01-01
MO Rev Stat § 351.482 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.482 - Unknown claims against dissolved corporation.

Effective - 01 Jul 2001   351.482. Unknown claims against dissolved corporation. — 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.  2. The notice shall:  (1) Be published one time in a newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is or was last located;  (2) Be published one time in a publication of statewide circulation whose audience is primarily persons engaged in the practice of law in this state and which is published not less than four times per year;  (3) At the request of the corporation, be published by the secretary of state in an electronic format accessible to the public;  (4) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and  (5) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.  3. Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, if a corporation dissolved without fraudulent intent publishes notices in accordance with subsection 2 of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of whichever of the notices was published last:  (1) A claimant who did not receive written notice pursuant to section 351.478;  (2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;  (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.  4. A claim may be enforced pursuant to this section only:  (1) Against the dissolved corporation, to the extent of its undistributed assets; or  (2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims pursuant to this section may not exceed the total amount of assets distributed to the shareholder.  5. For purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the authorization for dissolution or the dissolution was to defraud shareholders, creditors or others. ­­-------- (L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2000 S.B. 896, A.L. 2001 S.B. 288)  Effective 7-01-01
MO Rev Stat § 351.483 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.483 - Certain claims against insured dissolved corporations, limitations.

Effective - 28 Aug 1995   351.483. Certain claims against insured dissolved corporations, limitations. — 1. Notwithstanding any other provision of this chapter to the contrary, subject to subsection 2 of this section, a claim against a corporation dissolved pursuant to this chapter for which claim the corporation has a contract of insurance which will indemnify the corporation for any adverse result from such claim:  (1) Is not subject to the provisions of section 351.478 or 351.482, and may not be barred by compliance with those sections;  (2) May be asserted at any time within the statutory period otherwise provided by law for such claims;  (3) May be asserted against, and service of process had upon, the dissolved or dissolving corporation for whom the court, at the request of the party bringing the suit, shall appoint a defendant ad litem.  2. Judgments obtained in suits filed and prosecuted pursuant to this section shall only be enforceable against one or more contracts of insurance issued to the corporation, its officers, directors, agents, servants or employees, indemnifying them, or any of them, against such claims. ­­-------- (L. 1995 S.B. 115)