reglab/housing_qa huggingface dataset:
MO Rev Stat § 351.370 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.370 - Registered office and registered agent.

Effective - 28 Aug 1943   351.370. Registered office and registered agent. — 1. Each corporation shall have and continuously maintain in this state:  (1) A registered office which may be, but need not be, the same as its place of business;  (2) A registered agent, which agent may be either an individual, resident in this state, whose business office is identical with such registered office, or a corporation authorized to transact business in this state having a business office identical with such registered office.  2. The address, including street and number, if any, of the initial registered office, and the name of the initial registered agent of each corporation organized under this chapter shall be stated in its articles of incorporation. ­­-------- (L. 1943 p. 410 § 9)
MO Rev Stat § 351.376 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.376 - Resignation of agent.

Effective - 28 Aug 1965   351.376. Resignation of agent. — Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the secretary of state, who shall forthwith mail the copy thereof to any officer of the corporation at his address as last known to the secretary of state, other than such registered office. Such resignation shall become effective upon the expiration of thirty days after receipt of such notice by the secretary of state. ­­-------- (L. 1965 p. 532)
MO Rev Stat § 351.380 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.380 - Process served on registered agent.

Effective - 28 Aug 1943   351.380. Process served on registered agent. — 1. The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon a corporation may be served. In the event that a corporation shall fail to appoint or maintain a registered agent in this state, then the secretary of state as long as such default exists shall be automatically appointed as an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served. Service on the secretary of state of any process, notice or demand against a corporation shall be made by delivering to and leaving with him, or with any clerk having charge of the corporation department of his office, a copy of such process, notice or demand. In the event that any process, notice, or demand is served on the secretary of state, he shall immediately cause a copy thereof to be forwarded by registered mail, addressed to the corporation at its registered office in this state.  2. Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.  3. The secretary of state shall keep a record of all processes, notices, and demands served upon him under this section, and shall record therein the time of such service and his action with reference thereto. ­­-------- (L. 1943 p. 410 § 11)
MO Rev Stat § 351.386 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.386 - Purposes.

Effective - 29 May 1991   351.386. Purposes. — 1. Every corporation incorporated under this chapter may engage in any lawful business unless a more limited purpose is set forth in the articles of incorporation; however, the corporation shall not be restricted to this limited purpose, unless it has stated it is so restricted in its articles of incorporation.  2. A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute. ­­-------- (L. 1990 H.B. 1432, A.L. 1991 H.B. 219)  Effective 5-29-91
MO Rev Stat § 351.387 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.387 - Definitions.

Effective - 28 Aug 1971   351.387. Definitions. — As used in this section and section 351.388, unless the context requires otherwise, the following words and phrases shall mean:  (1) "Private corporation" means a general and business or a general not-for-profit corporation organized under the laws of this state;  (2) "Public corporation" means this state, a political subdivision thereof, a corporate instrumentality of this state and one or more states, or a bistate compact. ­­-------- (L. 1971 S.B. 59 § 1)
MO Rev Stat § 351.388 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.388 - Private and public corporations authorized to apply for and operate foreign trade zones.

Effective - 28 Aug 1971   351.388. Private and public corporations authorized to apply for and operate foreign trade zones. — All public and private corporations shall have the power to apply to the proper authorities of the United States government for a grant, and when such a grant is issued, to establish and operate foreign trade zones under the provisions of the Foreign Trade Zones Act of 1934 as amended as of September 28, 1971. ­­-------- (L. 1971 S.B. 59 § 2)
MO Rev Stat § 351.390 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.390 - Corporation's powers to purchase, hold, transfer or dispose of its own shares.

Effective - 28 Aug 1943   351.390. Corporation's powers to purchase, hold, transfer or dispose of its own shares. — A corporation shall have power to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares; provided, that it shall not purchase, either directly or indirectly, its own shares when its net assets are less than its stated capital, or when by so doing its net assets would be reduced below its stated capital. Notwithstanding the foregoing limitation, a corporation may purchase its own shares for the purpose of:  (1) Eliminating fractional shares;  (2) Collecting or compromising claims of the corporation, or securing any indebtedness to the corporation previously incurred;  (3) Paying dissenting shareholders entitled to payment for their shares in the event of a merger or consolidation or a sale or exchange of assets;  (4) Effecting, subject to the other provisions of this chapter, the retirement of its redeemable shares by redemption or by purchase at not to exceed the redemption price. ­­-------- (L. 1943 p. 410 § 5)   (1969) A corporation's purchase of its own stock with stockholder assent and approval where no creditors have any rights against the corporation does not violate this section. Hawkins v. Mall, Inc. (Mo.), 444 S.W.2d 369.
MO Rev Stat § 351.395 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.395 - Conveyance of property not invalid because board of directors has exceeded corporation's powers — lack of capacity, power asserted, how.

Effective - 28 Aug 1965   351.395. Conveyance of property not invalid because board of directors has exceeded corporation's powers — lack of capacity, power asserted, how. — No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:  (1) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;  (2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation;  (3) In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business. ­­-------- (L. 1943 p. 410 § 6, A.L. 1965 p. 532)
MO Rev Stat § 351.400 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.400 - Disposition of assets.

Effective - 28 Aug 1975   351.400. Disposition of assets. — A sale, lease, or exchange or other disposition other than by mortgage, deed of trust or pledge, of all, or substantially all, the property and assets, with or without the goodwill, of a corporation, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consist, in whole or in part, of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner:  (1) The board of directors may adopt a resolution recommending such sale, lease or exchange or other disposition and directing the submission thereof to a vote at a meeting of shareholders entitled to vote thereat, which may be either an annual or a special meeting, except that such proposed sale, lease or exchange 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 sale, lease or exchange, or other disposition of all, or substantially all, of the property and assets 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 by this chapter for the giving of notice of meetings of shareholders; if such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting;  (3) At such meeting the shareholders may authorize such sale, lease or exchange, or other disposition and fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting;  (4) After such authorization by a vote of shareholders, the board of directors nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by shareholders. ­­-------- (L. 1943 p. 410 § 72, A.L. 1965 p. 532, A.L. 1975 S.B. 14)  (2016) Section does not create a private right of action for shareholders against innocent purchasers of corporate property. Pullen v. Flowers, 509 S.W.3d 131 (Mo.App.S.D.).
MO Rev Stat § 351.410 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.410 - Merger procedure.

Effective - 01 Jul 2001   351.410. Merger procedure. — Any two or more domestic corporations may merge into one of the corporations in the following manner: The board of directors of each corporation shall approve a plan of merger and direct the submission of the plan to a vote at a meeting of shareholders. The plan of merger shall set forth:  (1) The names of the corporations proposing to merge, which are herein designated as the "constituent corporations", and the name of the corporation into which they propose to merge, which is herein designated as "the surviving corporation";  (2) The terms and conditions of the proposed merger and the mode of carrying it into effect;  (3) The manner and basis of converting the shares of each merging corporation into cash, property, shares or other securities or obligations of the surviving corporation, or (if any shares of any merging corporation are not to be converted solely into cash, property, shares or other securities or obligations of the surviving corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;  (4) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger;  (5) Such other provisions with respect to the proposed merger as are deemed necessary or desirable. ­­-------- (L. 1943 p. 410 § 62, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)  Effective 7-01-01  (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.).
MO Rev Stat § 351.415 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.415 - Consolidation procedure.

Effective - 01 Jul 2001   351.415. Consolidation procedure. — Any two or more domestic corporations may consolidate into a new domestic corporation in the following manner: The board of directors of each corporation shall approve a plan of consolidation and direct the submission of the plan to a vote at a meeting of shareholders. The plan of consolidation shall set forth:  (1) The names of the corporations proposing to consolidate, which are herein designated as the "constituent corporations" and the name of the new corporation into which they propose to consolidate, which is herein designated as "the new corporation";  (2) The terms and conditions of the proposed consolidation and the mode of carrying it into effect;  (3) The manner and basis of converting the shares of each consolidating corporation into cash, property, shares, or other securities, or obligations of the new corporation, or (if any shares of any consolidating corporation are not to be converted solely into cash, property, shares or other securities or obligations of the new corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the new corporation;  (4) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter;  (5) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. ­­-------- (L. 1943 p. 410 § 63, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)  Effective 7-01-01
MO Rev Stat § 351.420 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.420 - Merger plan to be submitted to shareholders, procedure.

Effective - 28 Aug 1975   351.420. Merger plan to be submitted to shareholders, procedure. — The plan of merger or plan of consolidation shall be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or the plan of consolidation, together with a copy or a summary of the plan of merger or plan of consolidation, shall be given to each shareholder of record entitled to vote at the meeting 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. ­­-------- (L. 1943 p. 410 § 64, A.L. 1975 S.B. 14)
MO Rev Stat § 351.425 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.425 - Voting by shareholders on plan for merger or consolidation.

Effective - 28 Aug 1943   351.425. Voting by shareholders on plan for merger or consolidation. — At each such meeting a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, of each of such corporations. ­­-------- (L. 1943 p. 410 § 65)
MO Rev Stat § 351.430 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.430 - Summary of articles of merger or consolidation filed — contents.

Effective - 28 Aug 2004   351.430. Summary of articles of merger or consolidation filed — contents. — After a plan of merger or consolidation is authorized in accordance with sections 351.420 and 351.425, the surviving corporation shall file a summary articles of merger or summary articles of consolidation with the secretary of state. Such summary articles shall state:  (1) The name and state or country of incorporation of each of the corporations;  (2) That a plan of merger or consolidation has been approved and authorized by each of the corporations in accordance with sections 351.420 and 351.425;  (3) The effective date of the merger or consolidation which shall not exceed ninety days after the date of filing of the summary articles of merger or summary articles of consolidation by the secretary of state;  (4) The name of the surviving corporation in the case of a merger or the new corporation in the case of a consolidation;  (5) In the case of a consolidation, the new address of the registered office and the name of the registered agent at such office for the new corporation;  (6) In the case of a merger, such amendments or changes in the articles of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be the articles of incorporation;  (7) In the case of a consolidation, that the articles of incorporation of the new corporation shall be as set forth in an attachment to the summary articles;  (8) That the executed plan of merger or consolidation is on file at the principal place of business of the surviving corporation in the case of a merger, or new corporation in the case of a consolidation stating the address thereof; and  (9) That a copy of a plan of merger or consolidation will be furnished by the surviving corporation in the case of a merger or the new corporation in the case of a consolidation, on request and without cost, to any shareholder of any corporation that is a party to the merger or consolidation. ­­-------- (L. 1943 p. 410 § 66, A.L. 2001 S.B. 288, A.L. 2004 H.B. 1664)
MO Rev Stat § 351.435 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.435 - Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation.

Effective - 28 Aug 2004   351.435. Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation. — The original copy of the articles of merger or articles of consolidation shall be delivered to the secretary of state by the surviving corporation in the case of a merger or the new corporation in the case of a consolidation. The articles shall be executed pursuant to section 351.430, filed pursuant to section 351.046 and effective pursuant to section 351.048. If the secretary of state finds that the articles conform to this chapter, he shall, when all required taxes or fees have been paid, file the same, keeping the original as a permanent record, and issue a certificate of merger or a certificate of consolidation, to which he shall affix the copy of such articles. ­­-------- (L. 1943 p. 410 § 67, A.L. 1983 S.B. 367, A.L. 2001 S.B. 288, A.L. 2004 H.B. 1664)
MO Rev Stat § 351.445 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.445 - Certificate of merger returned to surviving or new corporation.

Effective - 28 Aug 1965   351.445. Certificate of merger returned to surviving or new corporation. — The certificate of merger and certified copy thereof, with a copy of the articles of merger affixed thereto by the secretary of state, or the certificate of consolidation and certified copy thereof, with a copy of the articles of consolidation affixed thereto by the secretary of state, shall be returned to the surviving corporation or new corporation, as the case may be, or to its representative. ­­-------- (L. 1943 p. 410 § 69, A.L. 1965 p. 532)