reglab/housing_qa huggingface dataset:
MO Rev Stat § 355.671 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.671 - Authorization, approval of dissolution.

Effective - 01 Jul 1995   355.671. Authorization, approval of dissolution. — 1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 of this section, require a greater vote or voting by class, dissolution is authorized if it is approved:  (1) By the board;  (2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and  (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 355.606 for an amendment to the articles or bylaws.  2. If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection 3 of section 355.386. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.  3. The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.  4. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 355.251. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.  5. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.  6. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.676 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.676 - Dissolution of public benefit corporation.

Effective - 01 Jul 1995   355.676. Dissolution of public benefit corporation. — 1. A public benefit corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution.  2. No assets shall be transferred or conveyed by a public benefit corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection 1 of this section to the attorney general or until the attorney general has consented in writing to, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier.  3. When all or substantially all of the assets of a public benefit corporation other than a church or convention or association of churches have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the address of each person, other than creditors, who received assets and indicate what assets each received. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.681 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.681 - Articles of dissolution, contents.

Effective - 01 Jul 1995   355.681. Articles of dissolution, contents. — 1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth:  (1) The name of the corporation;  (2) The date dissolution was authorized;  (3) A statement that dissolution was approved by a sufficient vote of the board;  (4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;  (5) If approval by members was required:  (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and  (b) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;  (6) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to subdivision (3) of subsection 1 of section 355.671, a statement that the approval was obtained; and  (7) If the corporation is a public benefit corporation, that the notice to the attorney general required by subsection 1 of section 355.676 has been given.  2. A corporation is dissolved upon the effective date of its articles of dissolution. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.686 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.686 - Revocation of dissolution.

Effective - 01 Jul 1995   355.686. Revocation of dissolution. — 1. A corporation may revoke its dissolution at any time prior to the effective date of articles of termination.  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 action by the members or any other person.  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 members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and  (6) If member or third person action was required to revoke the dissolution, the information required by subdivisions (5) and (6) of subsection 1 of section 355.681.  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 activities as if dissolution had never occurred. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.688 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.688 - Duty to continue report, tax payments.

Effective - 28 Aug 2009   355.688. Duty to continue report, tax payments. — A voluntarily dissolved corporation must continue to file the corporate registration report and pay all required taxes due the state of Missouri until the effective date of articles of termination. ­­-------- (L. 1994 H.B. 1095, A.L. 2009 H.B. 481)
MO Rev Stat § 355.691 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.691 - Effect of dissolution.

Effective - 01 Jul 1995   355.691. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:  (1) Preserving and protecting its assets and minimizing its liabilities;  (2) Discharging or making provision for discharging its liabilities and obligations;  (3) Disposing of its properties that will not be distributed in kind;  (4) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;  (5) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;  (6) If the corporation is a public benefit corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets exclusively for one or more purposes described in section 501(c)(3) of the Internal Revenue Code; or if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations, including a foreign corporation that would qualify under this chapter as a public benefit corporation;  (7) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members those persons whom the corporation holds itself out as benefitting or serving; and  (8) Doing every other act necessary to wind up and liquidate its assets and affairs.  2. Dissolution of a corporation does not:  (1) Transfer title to the corporation's property;  (2) Subject its directors or officers to standards of conduct different from those prescribed in sections 355.316 to 355.501;  (3) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;  (4) Prevent commencement of a proceeding by or against the corporation in its corporate name;  (5) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (6) Terminate the authority of the registered agent. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.696 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.696 - Claims against dissolved corporation.

Effective - 01 Jul 1995   355.696. Claims against dissolved corporation. — 1. A dissolved corporation shall dispose of the known claims against it by following the procedure described in this section.  2. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. 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 which is dissolved after authorization and which has been dissolved without fraudulent intent is barred:  (1) If a claimant who was given written notice under subsection 2 of this section does not deliver the claim to the dissolved 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 or the dissolution was to defraud shareholders, creditors or others. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.701 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.701 - Notice of dissolution — unknown claims.

Effective - 01 Jul 1995   355.701. Notice of dissolution — unknown claims. — 1. A dissolved 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 dissolved 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) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and  (4) 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 which is dissolved after authorization and which has been 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 under section 355.696;  (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 under 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 his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him.  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. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.702 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.702 - Claims for which corporation will indemnify.

Effective - 01 Jul 1995   355.702. Claims for which corporation will indemnify. — 1. Notwithstanding any other provision of this chapter to the contrary, except as provided in 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 355.696 or 355.701, 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 section 351.483 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. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.703 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.703 - Articles of termination, contents.

Effective - 01 Jul 1995   355.703. Articles of termination, contents. — 1. A voluntarily dissolved corporation shall file its articles of termination with the secretary of state's office when it has disposed of all claims filed against it pursuant to this chapter. The articles of termination shall state:  (1) The name of the corporation;  (2) The date of its dissolution;  (3) A statement that it has disposed of all claims filed against it pursuant to this chapter;  (4) A statement that all debts, obligations and liabilities of the corporation have been paid and discharged, or adequate provision has been made therefor.  2. The filing fee for filing articles of termination is five dollars.  3. If the secretary of state finds that the articles of termination conform to law and the necessary fees have been paid, he shall issue a certificate of termination which will state that the corporation no longer exists and this cannot be recognized as a separate legal entity with rights and privileges. Upon the effective date of the articles of termination, the corporation will cease existence and its name will be immediately available. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.706 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.706 - Administrative dissolution, grounds.

Effective - 28 Aug 2009   355.706. Administrative dissolution, grounds. — The secretary of state may commence a proceeding under section 355.711 to administratively dissolve a corporation if:  (1) The corporation does not pay within thirty days after they are due fees or penalties imposed by this chapter;  (2) The corporation does not deliver its corporate registration report to the secretary of state within ninety days after it is due;  (3) The corporation is without a registered agent or registered office in this state for thirty days or more;  (4) The corporation does not notify the secretary of state within thirty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;  (5) The corporation's period of duration, if any, stated in its articles of incorporation expires; or  (6) The corporation has procured its charter through fraud practiced upon the state. ­­-------- (L. 1994 H.B. 1095, A.L. 2009 H.B. 481)
MO Rev Stat § 355.711 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.711 - Procedure, effect of administrative dissolution.

Effective - 01 Jul 1995   355.711. Procedure, effect of administrative dissolution. — 1. Upon determining that one or more grounds exist under section 355.706 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 355.176.  2. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty days after service of the notice is perfected under section 355.176, the secretary of state may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under section 355.176, and in the case of a public benefit corporation shall notify the attorney general in writing.  3. A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 355.691 and notify its claimants under sections 355.696 and 355.701.  4. The administrative dissolution of a corporation does not terminate the authority of its registered agent.  5. The corporate name is not available for use by others for a period of two years from the effective date of its administrative dissolution. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.716 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.716 - Reinstatement after administrative dissolution or forfeiture.

Effective - 28 Aug 2005   355.716. Reinstatement after administrative dissolution or forfeiture. — 1. A corporation administratively dissolved under section 355.711 or forfeited after 1978 for failure to file an annual report may apply to the secretary of state for reinstatement. The application must:  (1) Recite the name of the corporation and the effective date of its administrative dissolution or forfeiture;  (2) State that the ground or grounds for dissolution either did not exist or have been eliminated;  (3) State that the corporation's name satisfies the requirements of section 355.146; and  (4) Contain a certificate from the director of revenue reciting that all taxes owed by the corporation have been paid if the corporation pays taxes.  2. If the secretary of state determines that the application contains the information required by subsection 1 of this section and that the information is correct, the secretary of state shall cancel the certificate of dissolution or forfeiture and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 355.176.  3. When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution or forfeiture and the corporation shall resume carrying on its activities as if the administrative dissolution or forfeiture had never occurred. ­­-------- (L. 1994 H.B. 1095, A.L. 1998 H.B. 1216 merged with S.B. 844, A.L. 2005 H.B. 630)