reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.566 - Class voting by members on amendments.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.566. Class voting by members on amendments. —
1. Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
2. The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:
(1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(2) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(3) Increase or decrease the number of memberships authorized for that class;
(4) Increase the number of memberships authorized for another class;
(5) Effect an exchange, reclassification or termination of the memberships of that class; or
(6) Authorize a new class of memberships.
3. The members of a class of a public benefit corporation which is a church or convention or association of churches are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.
4. If a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.
5. Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
6. Except as otherwise provided in this section a class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.571 - Articles of amendment, delivery.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.571. Articles of amendment, delivery. —
A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) The date of each amendment's adoption;
(4) If approval of members was not required, a statement to that effect and a statement that the amendment 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 the amendment, and number of votes of each class indisputably voting on the amendment; and
(b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class;
(6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 355.606, a statement that the approval was obtained.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.581 - Amendment pursuant to judicial reorganization.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.581. Amendment pursuant to judicial reorganization. —
1. A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 355.606 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 355.096.
2. The individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered, including the case number and the name and district of the court; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganized plan.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.586 - Effect of amendment.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.586. Effect of amendment. —
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.591 - Amendment by incorporators, directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.591. Amendment by incorporators, directors. —
If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to section 355.606. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be 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 a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.596 - Amendment by directors and members.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 2000, see footnote
355.596. Amendment by directors and members. —
1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2 of this section, or the board of directors acting pursuant to subsection 3 of this section, require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved:
(1) By the board if the corporation is a public benefit corporation, other than a church or a convention or association of churches as described in subsection 6 of this section, and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2) By the members 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.
2. The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
3. If the board initiates an amendment to the bylaws or board approval is required by subsection 1 of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
4. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing 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 the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
5. If the board or the members seek to have the amendment 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 amendment.
6. An amendment to the bylaws of a public benefit corporation, which is a church or a convention or association of churches, to be adopted must be approved:
(1) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(2) In writing by any person or persons whose approval is required by a provision of the bylaws authorized by section 355.606.
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(L. 1994 H.B. 1095, A.L. 2000 H.B. 1808)
Effective 7-01-00
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.601 - Class voting by members on amendments.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.601. Class voting by members on amendments. —
1. Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
2. The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(1) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class;
(2) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;
(3) Increase or decrease the number of memberships authorized for that class;
(4) Increase the number of memberships authorized for another class;
(5) Effect an exchange, reclassification or termination of all or part of the memberships of that class; or
(6) Authorize a new class of memberships.
3. The members of a class of a public benefit corporation which is a church or convention or association of churches are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
4. If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
5. If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
6. A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.606 - Approval of amendments.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.606. Approval of amendments. —
The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.611 - Amendment terminating members or classes.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.611. Amendment terminating members or classes. —
1. Any amendment to the articles or bylaws of a public benefit corporation other than a church or convention or association of churches or a mutual benefit corporation which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of this chapter and this section.
2. Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
3. After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to five hundred words opposing the proposed amendment if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for their approval. In a public benefit corporation other than a church or convention or association of churches the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation.
4. Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.
5. The provisions of section 355.211 shall not apply to any amendment meeting the requirements of this chapter and this section.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.616 - Plan of merger, approval.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.616. Plan of merger, approval. —
1. Subject to the limitations set forth in section 355.621, one or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 355.626.
2. The plan of merger must set forth:
(1) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(2) The terms and conditions of the planned merger;
(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or in part.
3. The plan of merger may set forth:
(1) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(2) Other provisions relating to the planned merger.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.621 - Limitations upon mergers, certain companies.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.621. Limitations upon mergers, certain companies. —
1. Without the prior approval of the circuit court having jurisdiction in the county where the registered office in this state of any domestic corporation which is a party to the merger is located, a public benefit corporation may merge with the following in a proceeding of which the attorney general has been given written notice:
(1) A public benefit corporation;
(2) A foreign corporation which would qualify under this chapter as a public benefit corporation;
(3) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit corporation is the surviving corporation and continues to be a public benefit corporation after the merger; or
(4) A business or mutual benefit corporation, provided that:
(a) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under subdivisions (5) and (6) of subsection 1 of section 355.691 had it dissolved;
(b) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with such condition; and
(c) The merger is approved by a majority of directors of the public benefit corporation who are not and will not become members or shareholders in, or officers, employees, agents or consultants of, the surviving corporation.
2. At least twenty days before consummation of any merger of a public benefit corporation, pursuant to subdivision (4) of subsection 1 of this section, notice, including a copy of the proposed plan of merger, and, if applicable, evidence of proposed compliance with that subdivision, must be delivered to the attorney general.
3. Without the prior approval of the circuit court having jurisdiction in the county where the registered office in this state of any domestic corporation which is a party to the merger is located, in a proceeding in which the attorney general has been given notice, no member of a public benefit corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit corporation. The court shall approve the transaction if it is in the public interest.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.631 - Articles of merger.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2004
355.631. Articles of merger. —
1. After a plan of merger is approved by the board of directors, shareholders, and if required by section 355.626, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth:
(1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is herein designated as "the surviving corporation";
(2) The plan of merger;
(3) If approval by members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(4) 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 the plan, and number of votes of each class indisputably voting on the plan; and
(b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;
(5) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (3) of subsection 1 of section 355.626, a statement that the approval was obtained;
(6) If approval by shareholders was required, then a statement as to the manner and basis of converting the shares of each merging corporation into cash, property, memberships or other securities or obligations of the surviving corporation, or, if any shares of any merging corporation are not to be converted solely into cash, property, memberships or other securities or obligations of the surviving corporation, into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;
(7) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger.
2. The articles of merger shall be executed in duplicate by each nonprofit or business corporation as follows:
(1) Signed as provided in subdivision (1) of subsection 6 of section 355.011 for nonprofit corporations;
(2) Signed as provided in section 351.430 for business corporations.
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(L. 1994 H.B. 1095, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.636 - Effect of merger.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.636. Effect of merger. —
When a merger takes effect:
(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;
(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;
(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.641 - Merger with foreign corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.641. Merger with foreign corporation. —
1. Except as provided in section 355.621, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
(1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) The foreign corporation complies with section 355.631 if it is the surviving corporation of the merger; and
(3) Each domestic nonprofit corporation complies with the applicable provisions of sections 355.616 to 355.626 and, if it is the surviving corporation of the merger, with section 355.631.
2. Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it unless the foreign business or nonprofit corporation has qualified to do business in Missouri so that it will have already designated a registered agent.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.646 - Donations inure to surviving corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.646. Donations inure to surviving corporation. —
Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.651 - Sale, encumbrance of property.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.651. Sale, encumbrance of property. —
1. A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
2. Unless the articles require it, approval of the members or any other person of a transaction described in subsection 1 of this section is not required.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.661 - Prohibited and authorized distributions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2000
355.661. Prohibited and authorized distributions. —
1. Except as authorized by subsections 2, 3 and 4 of this section, a corporation shall not make any distributions.
2. A mutual benefit corporation may purchase its memberships if after the purchase is completed:
(1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and
(2) The corporation's total assets would at least equal the sum of its total liabilities.
3. Corporations may make distributions upon dissolution in conformity with sections 355.666 to 355.746.
4. Business entities established for the purpose of providing insurance pursuant to sections 537.620 and 537.635 may make distributions in conformity with those sections.
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(L. 1994 H.B. 1095, A.L. 2000 H.B. 1544)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.666 - Dissolution, articles of, notice, plan.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.666. Dissolution, articles of, notice, plan. —
1. A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.
2. The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be 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.
3. The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.671 - Authorization, approval of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.676 - Dissolution of public benefit corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.681 - Articles of dissolution, contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.686 - Revocation of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.688 - Duty to continue report, tax payments.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• 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.
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(L. 1994 H.B. 1095, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.691 - Effect of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.696 - Claims against dissolved corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.701 - Notice of dissolution — unknown claims.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.702 - Claims for which corporation will indemnify.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.703 - Articles of termination, contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
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.
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(L. 1994 H.B. 1095)
Effective 7-01-95