reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.604 - Reinstatement of revoked certificate — appeal of revocation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 09 Jul 1998, see footnote
351.604. Reinstatement of revoked certificate — appeal of revocation. —
1. A foreign corporation may apply to the secretary of state for reinstatement. The application shall:
(1) Recite the name of the corporation and the effective date of its administrative revocation;
(2) State that the ground or grounds for revocation either did not exist or have been eliminated;
(3) State that the corporation's name satisfies the requirements of section 351.110;
(4) Contain a certificate from the department of revenue reciting that all taxes owed by the corporation have been paid or a tax payback plan has been arranged with the department of revenue; and
(5) Contain a reinstatement fee in the amount of fifty dollars plus any delinquent fees, penalties and charges that might have accrued.
2. If the secretary of state determines that the application contains the information and fees required by subsection 1 of this section and that the information and fees are correct, he shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and give notice to the corporation.
3. A foreign corporation may appeal the secretary of state's revocation of its certificate of authority as provided under section 351.670. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.
4. The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.
5. The court's final decision may be appealed as in other civil proceedings.
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(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1998 H.B. 1216 merged with S.B. 844)
Effective 7-09-98
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.606 - Statutory merger, foreign corporation, filing required.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 29 May 1991, see footnote
351.606. Statutory merger, foreign corporation, filing required. —
Whenever a foreign corporation authorized to transact business in this state is a party to a statutory merger with any other foreign corporation as permitted by the laws of the state or
*
country under which it is organized, and such corporation is the surviving corporation, it shall file with the secretary of state a certificate showing the effective date of the merger issued by the proper officer of the state or country of the surviving corporation. It shall not be necessary for the corporation to procure either a new or an amended certificate of authority to transact business in this state unless the corporate name, corporate duration or the state of incorporation has changed.
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(L. 1991 H.B. 219 § 2)
Effective 5-29-91
*Word "of" appears in original rolls.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.608 - No prior approval by state agency necessary for acquisition of stocks and bonds by foreign corporations, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 01 Jul 2001, see footnote
351.608. No prior approval by state agency necessary for acquisition of stocks and bonds by foreign corporations, when. —
Notwithstanding any provision of law to the contrary in this or any other chapter, no foreign corporation doing business in this state shall be required to obtain prior approval of any state agency to acquire, directly or indirectly, the stock or bonds of another foreign corporation incorporated for, or engaged in, the same or a similar business which does not conduct business in this state. Nothing herein shall be construed to limit or impair any state agency from exercising any lawful authority as may be necessary to protect the interests of the public in this state with respect to any such acquisition. This provision is enacted in part to clarify and specify the law existing prior to August 28, 2001.
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(L. 2001 S.B. 288)
Effective 7-01-01
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.655 - Waiver of notice equivalent to giving of notice.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.655. Waiver of notice equivalent to giving of notice. —
Whenever any notice whatever is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of any corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
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(L. 1943 p. 410 § 167)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.657 - Abstract of corporate or registration record, fee — certification by secretary of state, fee — no fees, who — public inspection authorized — information by telephone, what given.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2004
351.657. Abstract of corporate or registration record, fee — certification by secretary of state, fee — no fees, who — public inspection authorized — information by telephone, what given. —
1. The secretary of state shall, upon receipt of a written or electronic request and a fee of five dollars, furnish to the person or governmental agency so requesting an abstract of the corporate or registration record of any business entity registered in the secretary of state's office. Such abstract shall be in concise form and may contain the information contained in one or more annual corporation registration reports or any other document filed by the corporation. The abstract shall contain:
(1) The name of the business entity;
(2) The principal place of business, if known;
(3) The registered agent and registered office; and
(4) The current status of the business entity.
2. The secretary of state shall certify an abstract of such record upon written request therefor. The fee for such certification shall be five dollars in addition to the fee required for furnishing an abstract record as provided in subsection 1 of this section. The certification shall be made under the seal of the office of the secretary of state.
3. The secretary of state shall also, in accordance with rules promulgated by him, make available for public inspection and copying during regular office hours all papers filed in the office of secretary of state relative to any corporation or business concern the filings of which are administered by him.
4. No fee as herein provided shall apply to any agency or department of the state of Missouri.
5. The secretary of state shall furnish without charge information over the phone concerning corporate status, registered agent and incorporation date and withdrawal date only of any corporation licensed to do business in this state.
6. The secretary of state may in his discretion make a preclearance examination and report upon any document proposed to be filed with the secretary of state, and may charge a fee therefor not in excess of fifty dollars.
7. After initial incorporation the secretary of state may at his discretion permit the filing of any certificate or other paper without first requiring payment of the fees required by any provision of this chapter.
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(L. 1969 H.B. 422, A.L. 1975 S.B. 14, A.L. 1978 S.B. 755, A.L. 1986 H.B. 1436, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.658 - Fees for corporate filings with secretary of state.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2011, 2 histories
351.658. Fees for corporate filings with secretary of state. —
Except as otherwise provided in this chapter, the secretary of state shall charge and collect for:
(1) Filing application for reservation of a corporate name, twenty dollars;
(2) Filing amendment to articles of incorporation or certificate of authority and issuing a certificate of amendment or amended certificate of authority, twenty dollars;
(3) Filing articles of merger or consolidation, twenty-five dollars plus five dollars for each merging or consolidating Missouri corporation or foreign corporation authorized to do business in Missouri over two in number;
(4) Filing articles of dissolution, twenty dollars; filing articles of liquidation, twenty dollars;
(5) Filing of revocation of articles of dissolution, twenty dollars;
(6) Filing of restated articles of incorporation, twenty dollars;
(7) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, twenty dollars;
(8) Filing statement of change of address of registered office or change of registered agent, or both, five dollars;
(9) Filing resignation of registered agent, five dollars;
(10) Certified copy of corporate record, in a written format fifty cents per page plus five dollars for certification, or in an electronic format five dollars for certification and copies;
(11) Furnishing certificate of corporate existence, five dollars;
(12) Furnishing certificate—others, twenty dollars;
(13) Filing evidence of merger by a foreign corporation, twenty dollars plus one dollar for each additional foreign corporation authorized to do business in Missouri over two;
(14) Filing evidence of dissolution by a foreign corporation, twenty dollars;
(15) Filing certificate of conversion to a corporation under section 351.408, fifty-three dollars;
(16) Filing certificate of conversion from a corporation under section 351.409, fifty dollars.
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(L. 1978 S.B. 755, A.L. 1986 H.B. 1436, A.L. 2004 H.B. 1664, A.L. 2011 S.B. 366)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.660 - Power and authority of secretary of state.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.660. Power and authority of secretary of state. —
In addition to the power and authority heretofore expressly given the secretary of state by this chapter the secretary of state also shall have such further power and authority as is reasonably necessary to enable him to administer this chapter efficiently and to perform the duties therein imposed upon him.
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(L. 1943 p. 410 § 170)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.665 - Secretary of state may examine books and records — penalty for disclosing information.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.665. Secretary of state may examine books and records — penalty for disclosing information. —
The secretary of state and supervisor of corporation registration shall have power to examine the books and records of any corporation to which this chapter applies, and it shall be the duty of any officer or agent of such corporation to produce such books and records for examination, on demand of the secretary of state or supervisor of corporation registration; provided, that no person shall be subject to any criminal prosecution on account of any matter or thing which may be disclosed by the examination of any corporation books, or records, which he may produce or exhibit for examination as herein required; or on account of any matter or thing concerning which he may make any voluntary and truthful statement in writing to the secretary of state, or supervisor of corporation registration. All facts obtained in the examination of the books and records of any corporation, or through voluntary sworn statement of any officer, agent, or employee of any corporation, shall be treated as confidential, except insofar as official duty may require the disclosure of same; or when such facts are material to any issue in any legal proceeding in which the secretary of state or supervisor of corporation registration may be called as a witness, and, if the secretary of state or supervisor of corporation registration shall, except as herein provided, disclose any information relative to the private accounts, affairs, and transactions of any such corporation, he shall be deemed guilty of, and punished as for, a misdemeanor. The statements as to assets and liabilities in this chapter required shall, when filed with the secretary of state, be treated as confidential and he shall not disclose any information in such statement contained, except to a stockholder furnishing satisfactory proof of his ownership of stock in the corporation concerning whose statement he seeks information or upon the order of court when the contents of such statement as to assets and liabilities are material to any issue in any action, civil or criminal, pending in the court making the order, or to the attorney general when required by him in the discharge of his official duties.
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(RSMo 1939 § 5095, A.L. 1943 p. 410 § 121)
Prior revisions: 1929 § 4623; 1919 § 9817
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.670 - Disapproval of articles of incorporation, amendment, merger — forfeiture of certificate of authority — review.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1943
351.670. Disapproval of articles of incorporation, amendment, merger — forfeiture of certificate of authority — review. —
If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the secretary of state, before the same shall be filed in his office, he shall within ten days after the delivery thereof to him give written notice of his disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. From such disapproval such person or corporation may appeal to the circuit court of the county in which the registered office of such corporation is or is proposed to be situated by filing with the clerk of such court a petition setting forth a copy of the articles or other documents sought to be filed and a copy of the written disapproval thereof by the secretary of state, such petition to be filed within thirty days after notice of such disapproval shall have been given, and the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper. If the secretary of state shall forfeit the certificate of authority to transact business in this state of any foreign corporation pursuant to the provisions of this chapter, such foreign corporation may likewise appeal to the circuit court of the county where the registered office of such corporation in this state is situated by filing with the clerk of such court a petition setting forth a copy of its certificate of authority to transact business in this state and a copy of the notice of forfeiture given by the secretary of state, such petition to be filed within thirty days after notice of said forfeiture shall have been given by said secretary of state, and the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct him to take such action as the court may deem proper. An appeal from the circuit court in such a case shall be allowed as in civil action.
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(L. 1943 p. 410 § 169)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.675 - Fees paid to director of revenue.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1945
351.675. Fees paid to director of revenue. —
All fees required to be paid to the state shall be remitted to the director of revenue.
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(RSMo 1939 § 5110, A.L. 1943 p. 410 § 132, A.L. 1945 p. 711)
Prior revisions: 1929 § 4638; 1919 § 9832
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.680 - Deposit of registration moneys.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1949
351.680. Deposit of registration moneys. —
The moneys arising from registration fees under this law shall be deposited in the state treasury to the credit of the ordinary revenue fund.
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(RSMo 1939 § 5107, A.L. 1943 p. 410 § 130, A. 1949 H.B. 2079)
Prior revisions: 1929 § 4635; 1919 § 9829
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.685 - Administrative personnel — compensation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1980
351.685. Administrative personnel — compensation. —
1. The secretary of state is hereby empowered to employ a registration clerk, and such clerical help during the months of June, July, August and September, of each year, as are necessary to administer this law, and some suitable person, who is an attorney at law, as supervisor of corporation registration, who shall, under the direction of the secretary of state, aid in the supervision of the registration of corporations.
2. The salary of the supervisor of corporation registration and corporation attorneys and clerks shall be paid on warrants drawn upon the ordinary revenues of the state, and all traveling expenses of the secretary of state, or the supervisor of corporation registration, shall be paid from the same source.
3. All attorneys employed pursuant to the provisions of this section shall be duly licensed under the laws of this state.
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(RSMo 1939 § 5106, A.L. 1943 p. 410 § 129, A.L. 1945 p. 696, A. 1949 H.B. 2079, A.L. 1959 H.B. 103, A.L. 1980 H.B. 1266)
Prior revisions: 1929 § 4634; 1919 § 9828
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.695 - Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.695. Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws. —
All rights, privileges, immunities and franchises vested or accrued under the provisions of any law in force prior to the enactment of this chapter, and all pending suits and rights of action conferred shall not be impaired, diminished or affected hereby, or by the repeal of any such prior laws. Any liability or penalty incurred under prior laws prior to the repeal thereof shall not be impaired, diminished or affected hereby. All acts and laws not expressly repealed hereby shall continue in full force and effect.
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(L. 1943 p. 410 § 174)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.700 - Powers of general assembly.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.700. Powers of general assembly. —
The general assembly shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations, domestic or foreign, subject to the provisions of this chapter, and the general assembly shall have power to amend, repeal or modify this chapter at pleasure; provided, however, that the repeal of this chapter shall not affect any right accrued or established or any liability or penalty incurred under the provisions of such law prior to the repeal thereof.
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(L. 1943 p. 410 § 175)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.705 - No exemption from antitrust law.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.705. No exemption from antitrust law. —
That nothing in this law contained shall be held to exempt any corporation from any of the fines and penalties prescribed by chapter 416 relating to pools, trusts, conspiracies and discriminations.
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(RSMo 1939 § 5111, A.L. 1943 p. 410 § 133)
Prior revisions: 1929 § 4639; 1919 § 9833
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.710 - Penalty for refusal to exhibit books and records.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.710. Penalty for refusal to exhibit books and records. —
If any officer, or agent, of any such corporation shall refuse the demand of the secretary of state, or supervisor of corporations, to exhibit the books and records of such corporation for examination, he, or they, shall be deemed guilty of a misdemeanor and upon conviction thereof punished as in this chapter provided.
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(RSMo 1939 § 5104, A.L. 1943 p. 410 § 127)
Prior revisions: 1929 § 4632; 1919 § 9826
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.713 - Penalty for signing false documents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1990
351.713. Penalty for signing false documents. —
1. A person commits an offense if he signs a document provided for in this chapter which he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.
2. A violation of this section is a class A misdemeanor.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.715 - Penalty for violations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.715. Penalty for violations. —
For violation of any provisions of this chapter for which no other penalty is provided, the person violating shall be deemed guilty of a misdemeanor and upon conviction punished as provided in section 351.720.
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(RSMo 1939 § 5109, A.L. 1943 p. 410 § 131)
Prior revisions: 1929 § 4637; 1919 § 9831
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.720 - Punishment when convicted of misdemeanor.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1943
351.720. Punishment when convicted of misdemeanor. —
Any person convicted of a misdemeanor for violation of any of the provisions of this chapter shall be punished by a fine of not less than one hundred dollars nor more than one thousand dollars, or by imprisonment in the county jail for a term of not less than thirty days nor more than six months, or by both such fine and imprisonment.
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(RSMo 1939 § 5112, A.L. 1943 p. 410 § 134)
Prior revisions: 1929 § 4640; 1919 § 9834
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.750 - Application of law.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1996
351.750. Application of law. —
1. The provisions of this chapter apply to statutory close corporations to the extent not inconsistent with the provisions of sections 351.750 to 351.865.
2. Sections 351.750 to 351.865 apply to professional corporations organized pursuant to chapter 356 whose articles of incorporation contain the statement required by subsection 1 of section 351.755, except insofar as chapter 356 contains inconsistent provisions.
3. Sections 351.750 to 351.865 do not repeal or modify any statute or rule of law that is or would apply to a corporation that is organized pursuant to this chapter or chapter 356 and that does not elect to become a statutory close corporation pursuant to section 351.755.
4. Sections 351.750 to 351.865 apply to all corporations electing statutory close corporation status as provided in section 351.755 after August 28, 1990, and are controlling in the absence of a valid agreement to the contrary.
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(L. 1990 H.B. 1432, A.L. 1996 S.B. 835)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.755 - Definition — election of status.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.755. Definition — election of status. —
1. A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.
2. A corporation having fifty or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection 1 of this section. The amendment 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 a class or series, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert dissenters' rights under sections 351.870 to 351.930.
3. The articles of incorporation of a statutory close corporation may set forth the qualifications of shareholders, either by specifying classes of persons who shall be entitled to be holders of record of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of record of shares of any class, or both.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.760 - Notice of status on issued shares.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.760. Notice of status on issued shares. —
1. The following statement shall appear conspicuously on each share certificate issued by a statutory close corporation:
The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.
2. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection 1 of this section.
3. The notice required by this section satisfies all requirements of sections 351.750 to 351.865 that notice of share transfer restrictions be given.
4. A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this section is bound by the documents referred to in the notice. A person claiming an interest in shares of a statutory close corporation which has not complied with the notice requirement of this section is bound by any documents of which he, or a person through whom he claims, has knowledge or notice.
5. A corporation shall provide to any shareholder, upon his written request and without charge, copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the corporation.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.765 - Share transfer prohibition.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.765. Share transfer prohibition. —
1. An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under the provisions of section 351.770.
2. Except to the extent the articles of incorporation provide otherwise, this section does not apply to a transfer:
(1) To the corporation or to any other holder of the same class or series of shares;
(2) To members of the shareholder's immediate family, or to a trust, all of whose beneficiaries are members of the shareholder's immediate family, which immediate family consists of his spouse, parents, lineal descendants, including adopted children and stepchildren, and the spouse of any lineal descendant, and brothers and sisters;
(3) That has been approved in writing by all of the holders of the corporation's shares having general voting rights;
(4) To an executor or administrator upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a shareholder;
(5) By merger or consolidation under the provisions of sections 351.410 to 351.459 or an exchange of existing shares for other shares of a different class or series in the corporation;
(6) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; or
(7) Made after termination of the corporation's status as a statutory close corporation.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.775 - Attempted share transfer in breach of prohibition.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.775. Attempted share transfer in breach of prohibition. —
1. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.
2. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by section 351.760 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them. To exercise its option, the corporation shall give the transferee written notice within thirty days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.780 - Compulsory purchase of shares after death of shareholder.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.780. Compulsory purchase of shares after death of shareholder. —
1. This section and sections 351.785 to 351.790 apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all, but not less than all, of the decedent's shares or to be dissolved.
2. The provisions of sections 351.785 to 351.790 may be modified only if the modification is set forth or referred to in the articles of incorporation.
3. An amendment to the articles of incorporation to provide for application of sections 351.785 to 351.790, or to modify or delete the provisions of these sections, 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 otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it shall be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the incorporators.
4. A shareholder who votes against an amendment to modify or delete the provisions of sections 351.785 to 351.790 is entitled to dissenters' rights under sections 351.870 to 351.930, if the amendment upon adoption terminates or substantially alters his existing rights under these sections to have his shares purchased.
5. A shareholder may waive his and his estate's rights under sections 351.785 to 351.790 by a signed writing.
6. Sections 351.785 to 351.790 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy he has independent of these sections.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.785 - Exercise of compulsory purchase right.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.790 - Court action to compel purchase.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.800 - Shareholder agreements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.805 - Elimination of board of directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.810 - Bylaws.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.815 - Annual meeting.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.825 - Limited liability.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.830 - Merger — share exchange — sale of assets.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• 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.
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(L. 1990 H.B. 1432)