reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.327 - Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1998
351.327. Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception. —
1. No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or committee, and the board of directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or
(3) The contract or transaction is fair as to the corporation as of the time it is authorized or approved by the board of directors, a committee thereof, or the shareholders.
2. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee which authorizes the contract or transaction.
3. Unless otherwise provided in the articles of incorporation or the bylaws, the setting of the compensation of directors for services in any capacity by the board of directors pursuant to section 351.310 shall not be deemed to involve a conflict of interest.
4. The intent of this section is not only to provide against the voiding or voidability of a contract or transaction, but rather to set forth as well the substantive law on the methods by which a conflict transaction may be regularized to become an arms length transaction.
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(L. 1983 S.B. 367, A.L. 1998 S.B. 680)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.330 - Two or more directors shall constitute committee, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1983
351.330. Two or more directors shall constitute committee, when. —
If the bylaws so provide, the board of directors, by resolution adopted by a majority of the whole board, may designate two or more directors to constitute a committee. Each such committee, to the extent provided in the resolution or in the bylaws of the corporation, shall have and exercise all of the authority of the board of directors in the management of the corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him by this chapter.
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(L. 1943 p. 410 § 40, A.L. 1983 S.B. 367)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.335 - Board meetings, where and how held.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1975
351.335. Board meetings, where and how held. —
Unless otherwise provided in the articles of incorporation or bylaws of the corporation, (1) meetings of the board of directors or of any committee designated by the board of directors may be held at any place either within or without this state, and (2) members of the board of directors or of any committee designated by the board of directors may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
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(RSMo 1939 § 5033, A.L. 1943 p. 410 § 41, A.L. 1975 S.B. 14)
Prior revisions: 1929 § 4558; 1919 § 9752; 1909 § 2992
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.340 - Board meetings, where and how held.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2011
351.340. Board meetings, where and how held. —
1. Regular meetings of the board of directors may be held with or without notice as the bylaws may prescribe. Special meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.
2. Any action which is required to be or may be taken at a meeting of the directors, or of the executive committee or any other committee of the directors, may be taken without a meeting if, setting forth the action so taken, all of the members of the board or of the committee, as the case may be, consent thereto in writing or by electronic transmission. The consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document filed under this chapter. The secretary shall file the writing or writings or electronic transmission or transmissions with the minutes of the meetings of the board of directors or of the committee as the case may be. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. "Electronic transmission" for purposes of this section shall be as defined in subdivision (2) of subsection 5 of section 351.245.
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(L. 1943 p. 410 § 42, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 2011 H.B. 111)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.345 - Liability of directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1943
351.345. Liability of directors. —
In addition to any other liabilities imposed by law upon directors of a corporation, the directors of a corporation who shall knowingly declare and pay any dividend except as permitted by and in accordance with the provisions of sections 351.210 and 351.220, and except, with respect to liquidating dividends, as permitted by, and in accordance with the provisions of this chapter in connection with reduction of stated capital or with dissolution, shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted as long as they shall respectively continue in office; provided, that the amount for which they shall be liable shall not exceed the amount of such dividend, and that if any of the directors shall be absent at the time of making the dividend, or shall object thereto, and shall file their objection, in writing, with the secretary of the corporation, they shall be exempted from said liability; and further provided that a director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and earnings of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.
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(RSMo 1939 §§ 5045, 5347, A.L. 1943 p. 410 § 44)
Prior revisions: 1929 §§ 4569, 4942; 1919 §§ 9761, 10153; 1909 §§ 3002, 3348
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.347 - Acquisition proposals, board may make recommendation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1989
351.347. Acquisition proposals, board may make recommendation. —
1. In exercising its business judgment concerning any acquisition proposal, as defined in subsection 2 of this section, the board of directors of the corporation may consider the following factors, among others:
(1) The consideration being offered in the acquisition proposal in relation to the board's estimate of:
(a) The current value of the corporation in a freely negotiated sale of either the corporation by merger, consolidation or otherwise, or all or substantially all of the corporation's assets;
(b) The current value of the corporation if orderly liquidated;
(c) The future value of the corporation over a period of years as an independent entity discounted to current value;
(2) Then existing political, economic and other factors bearing on security prices generally or the current market value of the corporation's securities in particular;
(3) Whether the acquisition proposal might violate federal, state or local laws;
(4) Social, legal and economic effects on employees, suppliers, customers and others having similar relationships with the corporation, and the communities in which the corporation conducts its businesses;
(5) The financial condition and earning prospects of the person making the acquisition proposal including the person's ability to service its debt and other existing or likely financial obligations;
(6) The competence, experience and integrity of the person making the acquisition proposal.
2.
"Acquisition proposal"
means any proposal of any person:
(1) For a tender offer, exchange offer, or other comparable offer for any equity security of the corporation;
(2) To merge or consolidate the corporation with another corporation; or
(3) To purchase or otherwise acquire all or a substantial part of the assets of the corporation.
3. Nothing in this section shall require any director or corporation to respond to any particular acquisition proposal nor preclude directors, in exercising their business judgment in other contexts, from considering factors such as those enumerated in subsection 1 of this section.
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(L. 1986 S.B. 565, A.L. 1989 S.B. 141)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.360 - Officers — how chosen — powers and duties.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2019, 2 histories
351.360. Officers — how chosen — powers and duties. —
1. Every corporation organized under this chapter shall have a president and a secretary, who shall be chosen by the directors, and such other officers and agents as shall be prescribed by the bylaws of the corporation. Unless the articles of incorporation or bylaws otherwise provide, any two or more offices may be held by the same person and the offices of president, chief executive officer, and chairman of the board of directors may each be held by different persons.
2. All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the property and affairs of the corporation as may be provided in the bylaws, or, in the absence of such provision, as may be determined by resolution of the board of directors.
3. Any act required or permitted by any of the provisions of this chapter to be done by the president of the corporation may be done instead by the chairman of the board of directors, if any, of the corporation if the chairman of the board has previously been designated by the board of directors or in the bylaws to be the chief executive officer of the corporation, or to have the powers of the chief executive officer coextensively with the president, and such designation has been filed in writing with the secretary of state and such notice attested to by the secretary of the corporation.
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(RSMo 1939 § 5008, A.L. 1943 p. 410 § 46, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 1979 S.B. 216, A.L. 2019 H.B. 959)
Prior revisions: 1929 § 4537; 1919 § 9733; 1909 § 2974
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.365 - Removal of officer or agent, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.365. Removal of officer or agent, when. —
Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
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(L. 1943 p. 410 § 47)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.370 - Registered office and registered agent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.370. Registered office and registered agent. —
1. Each corporation shall have and continuously maintain in this state:
(1) A registered office which may be, but need not be, the same as its place of business;
(2) A registered agent, which agent may be either an individual, resident in this state, whose business office is identical with such registered office, or a corporation authorized to transact business in this state having a business office identical with such registered office.
2. The address, including street and number, if any, of the initial registered office, and the name of the initial registered agent of each corporation organized under this chapter shall be stated in its articles of incorporation.
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(L. 1943 p. 410 § 9)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.376 - Resignation of agent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1965
351.376. Resignation of agent. —
Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the secretary of state, who shall forthwith mail the copy thereof to any officer of the corporation at his address as last known to the secretary of state, other than such registered office. Such resignation shall become effective upon the expiration of thirty days after receipt of such notice by the secretary of state.
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(L. 1965 p. 532)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.380 - Process served on registered agent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1943
351.380. Process served on registered agent. —
1. The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon a corporation may be served. In the event that a corporation shall fail to appoint or maintain a registered agent in this state, then the secretary of state as long as such default exists shall be automatically appointed as an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served. Service on the secretary of state of any process, notice or demand against a corporation shall be made by delivering to and leaving with him, or with any clerk having charge of the corporation department of his office, a copy of such process, notice or demand. In the event that any process, notice, or demand is served on the secretary of state, he shall immediately cause a copy thereof to be forwarded by registered mail, addressed to the corporation at its registered office in this state.
2. Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.
3. The secretary of state shall keep a record of all processes, notices, and demands served upon him under this section, and shall record therein the time of such service and his action with reference thereto.
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(L. 1943 p. 410 § 11)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.386 - Purposes.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 29 May 1991, see footnote
351.386. Purposes. —
1. Every corporation incorporated under this chapter may engage in any lawful business unless a more limited purpose is set forth in the articles of incorporation; however, the corporation shall not be restricted to this limited purpose, unless it has stated it is so restricted in its articles of incorporation.
2. A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
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(L. 1990 H.B. 1432, A.L. 1991 H.B. 219)
Effective 5-29-91
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.387 - Definitions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1971
351.387. Definitions. —
As used in this section and section 351.388, unless the context requires otherwise, the following words and phrases shall mean:
(1)
"Private corporation"
means a general and business or a general not-for-profit corporation organized under the laws of this state;
(2)
"Public corporation"
means this state, a political subdivision thereof, a corporate instrumentality of this state and one or more states, or a bistate compact.
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(L. 1971 S.B. 59 § 1)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.388 - Private and public corporations authorized to apply for and operate foreign trade zones.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1971
351.388. Private and public corporations authorized to apply for and operate foreign trade zones. —
All public and private corporations shall have the power to apply to the proper authorities of the United States government for a grant, and when such a grant is issued, to establish and operate foreign trade zones under the provisions of the Foreign Trade Zones Act of 1934 as amended as of September 28, 1971.
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(L. 1971 S.B. 59 § 2)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.390 - Corporation's powers to purchase, hold, transfer or dispose of its own shares.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.390. Corporation's powers to purchase, hold, transfer or dispose of its own shares. —
A corporation shall have power to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares; provided, that it shall not purchase, either directly or indirectly, its own shares when its net assets are less than its stated capital, or when by so doing its net assets would be reduced below its stated capital. Notwithstanding the foregoing limitation, a corporation may purchase its own shares for the purpose of:
(1) Eliminating fractional shares;
(2) Collecting or compromising claims of the corporation, or securing any indebtedness to the corporation previously incurred;
(3) Paying dissenting shareholders entitled to payment for their shares in the event of a merger or consolidation or a sale or exchange of assets;
(4) Effecting, subject to the other provisions of this chapter, the retirement of its redeemable shares by redemption or by purchase at not to exceed the redemption price.
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(L. 1943 p. 410 § 5)
(1969) A corporation's purchase of its own stock with stockholder assent and approval where no creditors have any rights against the corporation does not violate this section. Hawkins v. Mall, Inc. (Mo.), 444 S.W.2d 369.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.395 - Conveyance of property not invalid because board of directors has exceeded corporation's powers — lack of capacity, power asserted, how.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1965
351.395. Conveyance of property not invalid because board of directors has exceeded corporation's powers — lack of capacity, power asserted, how. —
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
(1) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;
(2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation;
(3) In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.
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(L. 1943 p. 410 § 6, A.L. 1965 p. 532)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.400 - Disposition of assets.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1975
351.400. Disposition of assets. —
A sale, lease, or exchange or other disposition other than by mortgage, deed of trust or pledge, of all, or substantially all, the property and assets, with or without the goodwill, of a corporation, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consist, in whole or in part, of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner:
(1) The board of directors may adopt a resolution recommending such sale, lease or exchange or other disposition and directing the submission thereof to a vote at a meeting of shareholders entitled to vote thereat, which may be either an annual or a special meeting, except that such proposed sale, lease or exchange need not be adopted by the board of directors and may be directly submitted to any annual or special meeting of shareholders;
(2) Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease or exchange, or other disposition of all, or substantially all, of the property and assets of the corporation shall be given to each shareholder of record entitled to vote at such meeting within the time and in the manner provided by this chapter for the giving of notice of meetings of shareholders; if such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting;
(3) At such meeting the shareholders may authorize such sale, lease or exchange, or other disposition and fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting;
(4) After such authorization by a vote of shareholders, the board of directors nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by shareholders.
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(L. 1943 p. 410 § 72, A.L. 1965 p. 532, A.L. 1975 S.B. 14)
(2016) Section does not create a private right of action for shareholders against innocent purchasers of corporate property. Pullen v. Flowers, 509 S.W.3d 131 (Mo.App.S.D.).
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.410 - Merger procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 01 Jul 2001, see footnote
351.410. Merger procedure. —
Any two or more domestic corporations may merge into one of the corporations in the following manner: The board of directors of each corporation shall approve a plan of merger and direct the submission of the plan to a vote at a meeting of shareholders. The plan of merger shall set forth:
(1) The names of the corporations proposing to merge, which are herein designated as the "constituent corporations", and the name of the corporation into which they propose to merge, which is herein designated as "the surviving corporation";
(2) The terms and conditions of the proposed merger and the mode of carrying it into effect;
(3) The manner and basis of converting the shares of each merging corporation into cash, property, shares or other securities or obligations of the surviving corporation, or (if any shares of any merging corporation are not to be converted solely into cash, property, shares or other securities or obligations of the surviving corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the surviving corporation;
(4) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger;
(5) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
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(L. 1943 p. 410 § 62, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)
Effective 7-01-01
(1996) When sections 351.410, 351.185 and 351.447, RSMo, are used in conjunction for a merger, the more specific statute overrides the general, and a vote is required. Kansas City Power & Light v. Western Resources, 939 F.Supp. 688 (W.D. Mo.).
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.415 - Consolidation procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 01 Jul 2001, see footnote
351.415. Consolidation procedure. —
Any two or more domestic corporations may consolidate into a new domestic corporation in the following manner: The board of directors of each corporation shall approve a plan of consolidation and direct the submission of the plan to a vote at a meeting of shareholders. The plan of consolidation shall set forth:
(1) The names of the corporations proposing to consolidate, which are herein designated as the "constituent corporations" and the name of the new corporation into which they propose to consolidate, which is herein designated as "the new corporation";
(2) The terms and conditions of the proposed consolidation and the mode of carrying it into effect;
(3) The manner and basis of converting the shares of each consolidating corporation into cash, property, shares, or other securities, or obligations of the new corporation, or (if any shares of any consolidating corporation are not to be converted solely into cash, property, shares or other securities or obligations of the new corporation) into cash, property, shares or other securities or obligations of any other domestic or foreign corporation, which cash, property, shares or other securities or obligations of any other domestic or foreign corporation may be in addition to or completely in lieu of cash, property, shares or other securities or obligations of the new corporation;
(4) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter;
(5) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
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(L. 1943 p. 410 § 63, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)
Effective 7-01-01
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.420 - Merger plan to be submitted to shareholders, procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1975
351.420. Merger plan to be submitted to shareholders, procedure. —
The plan of merger or plan of consolidation shall be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or the plan of consolidation, together with a copy or a summary of the plan of merger or plan of consolidation, shall be given to each shareholder of record entitled to vote at the meeting within the time and in the manner provided by this chapter for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the purpose shall, nevertheless, be included in the notice of the annual meeting.
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(L. 1943 p. 410 § 64, A.L. 1975 S.B. 14)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.425 - Voting by shareholders on plan for merger or consolidation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1943
351.425. Voting by shareholders on plan for merger or consolidation. —
At each such meeting a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at such meeting, of each of such corporations.
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(L. 1943 p. 410 § 65)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.430 - Summary of articles of merger or consolidation filed — contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2004, 2 histories
351.430. Summary of articles of merger or consolidation filed — contents. —
After a plan of merger or consolidation is authorized in accordance with sections 351.420 and 351.425, the surviving corporation shall file a summary articles of merger or summary articles of consolidation with the secretary of state. Such summary articles shall state:
(1) The name and state or country of incorporation of each of the corporations;
(2) That a plan of merger or consolidation has been approved and authorized by each of the corporations in accordance with sections 351.420 and 351.425;
(3) The effective date of the merger or consolidation which shall not exceed ninety days after the date of filing of the summary articles of merger or summary articles of consolidation by the secretary of state;
(4) The name of the surviving corporation in the case of a merger or the new corporation in the case of a consolidation;
(5) In the case of a consolidation, the new address of the registered office and the name of the registered agent at such office for the new corporation;
(6) In the case of a merger, such amendments or changes in the articles of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be the articles of incorporation;
(7) In the case of a consolidation, that the articles of incorporation of the new corporation shall be as set forth in an attachment to the summary articles;
(8) That the executed plan of merger or consolidation is on file at the principal place of business of the surviving corporation in the case of a merger, or new corporation in the case of a consolidation stating the address thereof; and
(9) That a copy of a plan of merger or consolidation will be furnished by the surviving corporation in the case of a merger or the new corporation in the case of a consolidation, on request and without cost, to any shareholder of any corporation that is a party to the merger or consolidation.
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(L. 1943 p. 410 § 66, A.L. 2001 S.B. 288, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.435 - Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2004, 2 histories
351.435. Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation. —
The original copy of the articles of merger or articles of consolidation shall be delivered to the secretary of state by the surviving corporation in the case of a merger or the new corporation in the case of a consolidation. The articles shall be executed pursuant to section 351.430, filed pursuant to section 351.046 and effective pursuant to section 351.048. If the secretary of state finds that the articles conform to this chapter, he shall, when all required taxes or fees have been paid, file the same, keeping the original as a permanent record, and issue a certificate of merger or a certificate of consolidation, to which he shall affix the copy of such articles.
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(L. 1943 p. 410 § 67, A.L. 1983 S.B. 367, A.L. 2001 S.B. 288, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.445 - Certificate of merger returned to surviving or new corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1965
351.445. Certificate of merger returned to surviving or new corporation. —
The certificate of merger and certified copy thereof, with a copy of the articles of merger affixed thereto by the secretary of state, or the certificate of consolidation and certified copy thereof, with a copy of the articles of consolidation affixed thereto by the secretary of state, shall be returned to the surviving corporation or new corporation, as the case may be, or to its representative.
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(L. 1943 p. 410 § 69, A.L. 1965 p. 532)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.461 - Merger of domestic corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 01 Dec 1993, see footnote
351.461. Merger of domestic corporation. —
A domestic corporation may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities at least one of which is not a corporation, as provided in sections 347.700 to 347.735.
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(L. 1993 S.B. 66 & 20)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.462 - Dissolution by incorporators or initial directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.462. Dissolution by incorporators or initial directors. —
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3) Either that none of the corporation's shares have been issued, or that the corporation has not commenced business;
(4) That no debt of the corporation remains unpaid;
(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) That a majority of the incorporators or initial directors authorized the dissolution.
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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 351.464 - Dissolution by board of directors and shareholders.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.464. Dissolution by board of directors and shareholders. —
1. A corporation's board of directors may propose dissolution for submission to the shareholders.
2. For a proposal to dissolve to be adopted:
(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5 of this section.
3. The board of directors may condition its submission of the proposal for dissolution on any basis.
4. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 351.230. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
5. Unless the articles of incorporation or the board of directors, acting pursuant to subsection 3 of this section, require a greater vote, including a vote by any class of stock or any series of any class, the proposal to dissolve to be adopted must be approved by at least two-thirds of the votes entitled to be cast on that proposal.
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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 351.466 - Dissolution by consent of all shareholders.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.466. Dissolution by consent of all shareholders. —
A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution.
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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 351.467 - Filing for discontinuation of certain corporations — procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1999
351.467. Filing for discontinuation of certain corporations — procedure. —
1. If the stockholders of a corporation of this state, having only two shareholders each of which own fifty percent of the stock therein, shall be unable to agree upon the desirability of continuing the business of such corporation, either stockholder may file with the circuit court in which the principal place of business of such corporation is located a petition stating that it desires to discontinue the business of such corporation and to dispose of the assets used in such business in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation.
2. Unless both stockholders file with the court: (1) within ninety days of the date of the filing of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or a modification thereof, and (2) within one hundred eighty days from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan had been completed, the court shall dissolve such corporation and shall by appointment of one or more trustees or receivers, administer and wind up its affairs in a method intended to realize the maximum value for the stockholders, including the sale of the company as a going concern, if appropriate. Either or both of the above periods may be extended by agreement of the stockholder, evidenced by a certificate similarly executed, acknowledged and filed with the court prior to the expiration of such period.
3. If, at any time within ninety days prior to the date upon which a petition is filed pursuant to subsection 1 of this section, shares of a corporation are owned by or for the benefit of persons who would be deemed related taxpayers for purposes of Section 267 of the Internal Revenue Code of 1986, as amended, or the regulations promulgated thereunder, then such shares shall be deemed owned by one stockholder for purposes of this section.
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(L. 1999 S.B. 278)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.468 - Articles of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.468. Articles of dissolution. —
1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:
(1) The name of the corporation;
(2) The date dissolution was authorized;
(3) If dissolution was approved by the shareholders:
(a) The number of votes entitled to be cast on the proposal to dissolve; and
(b) Either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval or a statement that the dissolution was approved by the written consent of all shareholders;
(4) If voting by any class of stock or any series of any class of stock was required, the information required by subdivision (3) of this subsection must be separately provided for each class of stock or series thereof entitled to vote separately on the plan to dissolve.
2. A corporation is dissolved upon the effective date of its articles of dissolution.
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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 351.474 - Revocation of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.474. Revocation of dissolution. —
1. A corporation may revoke its dissolution within one hundred twenty days of its effective date.
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 shareholder action.
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 shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) If shareholder action was required to revoke the dissolution, the information required by subdivision (3) or (4) of subsection 1 of section 351.468.
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 business as if dissolution has never occurred.
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(L. 1990 H.B. 1432)