reglab/housing_qa huggingface dataset:
MO Rev Stat § 351.785 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.785 - Exercise of compulsory purchase right.

Effective - 28 Aug 1990   351.785. Exercise of compulsory purchase right. — 1. A person entitled and desiring to exercise the compulsory purchase right described in section 351.780 shall deliver a written notice to the corporation, within one hundred twenty days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares.  2. Within twenty days after the effective date of the notice, the corporation shall call a special shareholders' meeting to be held not more than forty days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer shall be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect to the shares covered by the notice.  3. The corporation shall deliver a purchase offer to the person requesting it within seventy-five days after the effective date of the request notice. A purchase offer shall be accompanied by the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the effective date of the request notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any. The person shall accept the purchase offer in writing within fifteen days after receiving it or the offer is rejected.  4. A corporation agreeing to purchase shares under this section may allocate some or all of the shares to one or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase offer approve the allocation. If the corporation has more than one class or series of shares, however, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.  5. If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the seller is entitled to commence a proceeding for dissolution under the provisions of section 351.790. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.790 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.790 - Court action to compel purchase.

Effective - 28 Aug 1990   351.790. Court action to compel purchase. — 1. If an offer to purchase shares made under section 351.785 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.  2. The court shall determine the fair value of the shares subject to compulsory purchase in accordance with the standards set forth in section 351.860 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.  3. After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.  4. If the corporation or other purchaser does not make a payment required by the court's order within thirty days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.  5. A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.800 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.800 - Shareholder agreements.

Effective - 28 Aug 1990   351.800. Shareholder agreements. — 1. All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.  2. An agreement authorized by this section is effective although:  (1) It eliminates a board of directors;  (2) It restricts the discretion of powers of the board of directors or authorizes director proxies or weighted voting rights;  (3) Its effect is to treat the corporation as a partnership; or  (4) It creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.  3. If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of liability imposed by law, and imposes that liability on each person in whom the board's discretion or power is vested, to the extent that the discretion or powers of the board of directors are governed by the agreement.  4. A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect as required by section 351.805.  5. A provision entitling one or more shareholders to dissolve the corporation under section 351.845 is effective only if a statement of this right is contained in the articles of incorporation.  6. To amend an agreement authorized by this section, all the shareholders shall approve the amendment in writing unless the agreement provides otherwise.  7. Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares were not issued when the agreement was made.  8. This section does not prohibit any other agreement between or among shareholders in a statutory close corporation. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.805 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.805 - Elimination of board of directors.

Effective - 28 Aug 1990   351.805. Elimination of board of directors. — 1. A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.  2. An amendment to articles of incorporation eliminating a board of directors shall be approved by all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.  3. While a corporation is operating without a board of directors as authorized by subsection 1 of this section:  (1) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;  (2) Unless the articles of incorporation provide otherwise, action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders, and action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action;  (3) A shareholder is not liable for his act or omission, although a director would be, unless the shareholder was entitled to vote on the action;  (4) A requirement by a state or the United States that a document delivered for filing contained a statement that specified action has been taken by the board of directors is satisfied by a statement that a corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders;  (5) The shareholders by resolution may appoint one or more shareholders to sign documents as "designated directors".  4. An amendment to articles of incorporation deleting the statement eliminating a board of directors shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate classes or series, whether or not otherwise entitled to vote on amendments. The amendment shall also specify the number, names, and addresses of the corporation's directors or describe who will perform the duties of a board under section 351.310. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.810 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.810 - Bylaws.

Effective - 28 Aug 1990   351.810. Bylaws. — 1. A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 351.800.  2. If a corporation does not have bylaws when its statutory close corporation status terminates under section 351.835, the corporation shall immediately adopt bylaws under section 351.290. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.815 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.815 - Annual meeting.

Effective - 28 Aug 1990   351.815. Annual meeting. — 1. The annual meeting date for a statutory close corporation is the first business day after May thirty-first unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 351.800 fixes a different date.  2. A statutory close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting date determined under subsection 1 of this section. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.820 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.820 - Execution of documents in more than one capacity.

Effective - 28 Aug 1990   351.820. Execution of documents in more than one capacity. — Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the holders of two or more offices. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.825 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.825 - Limited liability.

Effective - 28 Aug 1990   351.825. Limited liability. — The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.830 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.830 - Merger — share exchange — sale of assets.

Effective - 28 Aug 1990   351.830. Merger — share exchange — sale of assets. — 1. A plan of merger or consolidation:  (1) That if effected would terminate statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the plan;  (2) That if effected would create the surviving corporation as a statutory close corporation shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the plan.  2. A sale, lease, exchange, or other disposition of all or substantially all of the property, with or without the goodwill, of a statutory close corporation, if not made in the usual and regular course of business, shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on the transaction. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.835 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.835 - Termination of close corporation status.

Effective - 28 Aug 1990   351.835. Termination of close corporation status. — 1. A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under section 351.805, the amendment shall either comply with section 351.310 or delete the statement dispensing with the board of directors from its articles of incorporation.  2. An amendment terminating statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate classes or series, whether or not the holders are otherwise entitled to vote on amendments.  3. If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under sections 351.870 to 351.930. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.840 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.840 - Effect of termination of close corporation status.

Effective - 28 Aug 1990   351.840. Effect of termination of close corporation status. — 1. A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter other than sections 351.750 to 351.865 or, if incorporated under chapter 356, to all provisions of that law.  2. Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless sections 351.750 to 351.865, chapter 356, or another law of this state invalidates the right. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.845 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.845 - Shareholder option to dissolve corporation.

Effective - 28 Aug 1990   351.845. Shareholder option to dissolve corporation. — 1. The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number of percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority shall give written notice of the intent to dissolve to all the other shareholders. Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under sections 351.468 to 351.482.  2. Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change, or delete the authority to dissolve described in subsection 1 of this section shall be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.850 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.850 - Court action to protect shareholders.

Effective - 28 Aug 1990   351.850. Court action to protect shareholders. — 1. Subject to satisfying the conditions of subsections 3 and 4 of this section, a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in section 351.855, 351.860 or 351.865 if:  (1) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer, of the corporation;  (2) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or  (3) There exists one or more grounds for judicial dissolution of the corporation under section 351.494.  2. A shareholder shall commence a proceeding under subsection 1 of this section in the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.  3. If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.  4. If a shareholder has dissenters' rights under sections 351.750 to 351.865 or sections 351.870 to 351.930 with respect to proposed corporate action, he shall commence a proceeding under this section before he is required to give notice of his intent to demand payment under section 351.890 or to demand payment under section 351.900 or the proceeding is barred.  5. Except as provided in subsections 3 and 4 of this section, a shareholder's right to commence a proceeding under this section and the remedies available under sections 351.855 to 351.865 are in addition to any other right or remedy he may have. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.855 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.855 - Ordinary relief.

Effective - 28 Aug 1990   351.855. Ordinary relief. — If the court finds that one or more of the grounds for relief described in subsection 1 of section 351.850 exist, it may order one or more of the following types of relief:  (1) The performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;  (2) The cancellation or alteration of any provision in the corporation's articles of incorporation or bylaws;  (3) The removal from office of any director or officer;  (4) The appointment of any individual as a director or officer;  (5) An accounting with respect to any matter in dispute;  (6) The appointment of a custodian to manage the business and affairs of the corporation;  (7) The appointment of a provisional director, who has all the rights, powers, and duties of a duly elected director, to serve for the term and under the conditions prescribed by the court;  (8) The payment of dividends;  (9) The award of damages to any aggrieved party. ­­-------- (L. 1990 H.B. 1432)
MO Rev Stat § 351.860 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 351 - General and Business Corporations|Section 351.860 - Extraordinary relief — share purchase.

Effective - 28 Aug 1990   351.860. Extraordinary relief — share purchase. — 1. If the court finds that the ordinary relief described in subsection 1 of section 351.855 is or would be inadequate or inappropriate, it may order the corporation dissolved under the provisions of section 351.865 unless the corporation or one or more of its shareholders purchase all the shares of the shareholder for their fair value and on terms determined under subsection 2 of this section.  2. If the court orders a share purchase, it shall:  (1) Determine the fair value of the shares, considering among other relevant evidence the going-concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers, if any, appointed by the court, and any legal constraints on the corporation's ability to purchase the shares;  (2) Specify the terms of the purchase including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the corporation's other creditors, security for a deferred purchase price, and a covenant* not to compete or other restriction on the seller;  (3) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;  (4) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers, or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and  (5) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under the provisions of section 351.865.  3. After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.  4. If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered. ­­-------- (L. 1990 H.B. 1432)  *Word "convenant" appears in original rolls.