reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.035 - Bridge corporations — organization — powers.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1943
351.035. Bridge corporations — organization — powers. —
Any corporation may be formed under this chapter for the purpose of constructing and maintaining a bridge over any of the streams of water, or any part of such streams, which may be within this state, or bordering on this state, or within any adjoining state, for public use for the crossing of persons or property, according to the provisions of this chapter; and also for the purpose of constructing, owning, leasing, controlling, maintaining and operating a toll bridge or viaduct in any city, town or village of this state and any adjoining city, town or village of any adjacent state connecting such cities, towns or villages, and over any of the streams of water, or any part of such streams, which may be within this state, or bordering on this state, or within any adjacent state, and approaches thereto for the passage of wagons, vehicles, foot passengers and animals, and to charge reasonable rates of toll therefor, with the right to convey and transport persons and freight thereon by electricity or other mechanical power; provided, the consent thereto of the municipal authorities of such cities or towns be first obtained; and may make any contracts for the use of its property, or any part thereof, by lease or otherwise. Sections 351.035 and 351.040 shall apply to any corporations heretofore organized under the laws of this state for any of the purposes expressed in said sections.
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(RSMo 1939 § 5380, A.L. 1943 p. 410 § 164)
Prior revisions: 1929 § 4973; 1919 § 10183; 1909 § 3377
CROSS REFERENCES:
Bridge company may operate street railway over interstate bridge, 391.130
Railroad corporation may operate toll bridge in connection with railroad bridge, 388.210
Toll bridge control to vest in county upon expiration of charter of owner, 234.050
Toll bridges on highways, county commission may grant right to build and operate, 234.160, 234.170
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.040 - Use of streets by bridge corporations — damages to abutting property.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1943
351.040. Use of streets by bridge corporations — damages to abutting property. —
Any corporation formed for the purpose of constructing or maintaining a bridge over any river in this state or bordering on this state, or within any adjoining state, or constructing, owning, leasing, controlling, maintaining or operating a toll bridge or viaduct in any city, town or village in this state and any adjoining city, town or village in any adjacent state, and connecting any county, city, town or village in this state with any other county, city, town or village in this state or in any adjoining state, for public use, for the crossing of persons, wagons or street cars, is hereby authorized and empowered to construct, maintain and operate said bridge or viaduct in, along, across or over any street or alley of any incorporated city or town in this state, or of any adjacent state, and to construct and maintain approaches for said bridge or viaduct in any street or alley of any such incorporated city or town in the state, or any adjacent state; provided, the consent thereto of the municipal authorities of such city or town is first obtained; and provided, further, that municipal authorities of cities or towns of this state shall not grant said rights to any such corporation, to use any alley or street, in the manner herein specified, until all damages to the abutting real estate on said street or alley over, in, along or across which said bridge or viaduct or approaches are built, shall have been first ascertained and paid by the corporation constructing said bridge or viaduct and approaches; said damages shall be ascertained and paid in the same manner that is provided for by law in relation to the appropriation and valuation of lands and property taken for telegraph, macadamized, graded, plank, and railroad purposes.
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(RSMo 1939 § 5381, A.L. 1943 p. 410 § 166)
Prior revisions: 1929 § 4974; 1919 § 10184; 1909 § 3378
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.045 - Condemnation of lands and easements of light and air — procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.045. Condemnation of lands and easements of light and air — procedure. —
In case it may become necessary for any corporation formed for the purposes stated in section 351.040 hereof to take or appropriate any lands or easements, including easements of light and air of persons or corporations for approaches, viaduct, and bridge structures and approaches thereto, road, foot or wagon ways of such bridge corporation, and the owners of said property cannot agree with said corporation upon the proper compensation to be paid; or in case the owner is incapable of contracting, unknown or a nonresident of the state, then the said property may be taken by said bridge corporation in the same manner that is provided for by law in relation to the appropriation and valuation of lands taken for telegraph, macadamized, graded, plank and railroad purposes.
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(RSMo 1939 § 5382, A.L. 1943 p. 410 § 166)
Prior revisions: 1929 § 4974; 1919 § 10184; 1909 § 3378
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.046 - Filing requirements — filing signifies document is correct.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2004
351.046. Filing requirements — filing signifies document is correct. —
1. A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state.
2. This chapter shall require or permit filing the document in the office of the secretary of state.
3. The document shall contain the information required by this chapter. It may contain other information as well.
4. The document shall be typewritten or printed.
5. The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
6. The document shall be executed:
(1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(2) If directors have not been selected or the corporation has not been formed, by the incorporator(s); or
(3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
7. The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may contain the corporate seal, an attestation by the secretary or an assistant secretary, an acknowledgment, verification or proof.
8. If the secretary of state has prescribed a mandatory form for the document under the provisions of section 351.047, the document shall be in or on the prescribed form.
9. The document shall be delivered to the office of the secretary of state for filing except as provided in sections 351.376 and 351.592, the correct filing fee, or penalty required by this chapter or other law.
10. In accordance with rules established by the secretary of state, any signature on any document authorized to be filed by or with the secretary of state pursuant to this chapter may be a facsimile, a conformed signature or an electronically transmitted signature.
11. A statement or document filed under this chapter represents that the person signing the document or statement believes the statements are true and correct to the best of such person's knowledge and belief, subject to the penalties provided under section 575.040.
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(L. 1990 H.B. 1432, A.L. 2003 S.B. 394, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.047 - Forms.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009
351.047. Forms. —
The secretary of state may prescribe and furnish on request forms for all documents required or permitted to be filed by this chapter. The use of the following forms is mandatory:
(1) A foreign corporation's application for a certificate of authority to do business in this state;
(2) A foreign corporation's application for a certificate of withdrawal;
(3) A corporation's corporate registration report.
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(L. 1990 H.B. 1432, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.048 - Effective dates of filing of documents — delayed effective date.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 29 May 1991, see footnote
351.048. Effective dates of filing of documents — delayed effective date. —
1. Except as provided in subsection 2 of this section and subsection 3 of section 351.049, a document accepted for filing is effective:
(1) On the date it is filed, as evidenced by the secretary of state's date endorsement on the original document; or
(2) At the date specified in the document as its effective date when it is filed.
2. A document may specify a delayed effective date, and if it does so the document becomes effective at the date specified. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
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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 351.049 - Correcting filed documents — fee.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.049. Correcting filed documents — fee. —
1. A domestic or foreign corporation may correct a document filed by the secretary of state if the document contains an incorrect statement, or was defectively executed, attested, sealed, verified or acknowledged.
2. A document is corrected:
(1) By preparing articles of correction that describe the document, including its filing date, or attaching a copy of it to the articles, specifying the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and correcting the incorrect statement or defective execution; and
(2) By delivering the articles to the secretary of state for filing.
3. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
4. The secretary of state shall charge and collect a fee of five dollars when articles of correction are delivered to him for filing.
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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 351.050 - Incorporators, duties — ownership and acquisition of shares, how construed.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2004
351.050. Incorporators, duties — ownership and acquisition of shares, how construed. —
One or more natural persons of the age of eighteen years, or more, may act as an incorporator of such corporation by signing and delivering in the office of the secretary of state the articles of incorporation of such corporation. Nothing contained in this chapter shall be construed as an indication of any legislative intention that the existence of a corporation, hereafter or heretofore formed, is in any respect impaired by the direct or indirect ownership of all of the shares of such corporation by one owner or by two owners or that by such ownership the corporation becomes dormant, inactive or incapable of acting as a corporation or ceases to possess any of the capacities, powers or authority which it otherwise would possess. The direct or indirect acquisition, heretofore or hereafter, of all of the shares of a corporation by one owner or by two owners and the having of only one shareholder or two shareholders at any time are declared to violate no policy or provision of the laws of this state.
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(RSMo 1939 § 5338, A.L. 1943 p. 410 § 49, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 2004 H.B. 1664)
Prior revisions: 1929 § 4933; 1919 § 10144; 1909 § 3339
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.051 - Documents filed, when — refusal to file — duty to file.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2004
351.051. Documents filed, when — refusal to file — duty to file. —
1. If a document delivered to the office of the secretary of state satisfies the requirements of this chapter and is in a medium and format prescribed by the secretary of state the document shall be filed.
2. The secretary of state files the document by stamping or otherwise endorsing "filed" together with the secretary of state's name and official title and the date of receipt on the original when accompanied by the appropriate filing fee. After filing a document except as provided in sections 351.376 and 351.592, the secretary of state shall deliver a copy to the domestic or foreign corporation or its representative.
3. Upon refusing to file a document, the secretary of state shall return the rejected document to the domestic or foreign corporation or its representative with a brief written explanation of the reason or reasons for the refusal.
4. The secretary of state's duty to file documents under this section is ministerial. Filing or refusal to file a document does not:
(1) Affect the validity or invalidity of the document in whole or in part;
(2) Relate to the correctness or incorrectness of information contained in the document; or
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
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(L. 1965 p. 532, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.053 - Liability for preincorporation transactions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1990
351.053. Liability for preincorporation transactions. —
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
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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 351.060 - Filing of articles of incorporation — certificate of incorporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2004
351.060. Filing of articles of incorporation — certificate of incorporation. —
1. An original copy of the articles of incorporation signed by the incorporators as required in section 351.050 shall be delivered to the office of the secretary of state. If the secretary of state finds that the articles of incorporation conform to this chapter, he or she shall, when the required organizational taxes or fees have been paid, file the same, and an original shall be retained by the secretary of state as a permanent record.
2. The secretary of state shall then issue a certificate of incorporation under the seal of the state that the corporation has been duly organized. The secretary of state shall attach the certificate to the copy of the articles of incorporation filed with him and shall deliver them to the corporation or its representative.
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(RSMo 1939 § 5011, A.L. 1943 p. 410 § 51, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.065 - Incorporation tax or fee.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2014
351.065. Incorporation tax or fee. —
1. No corporation shall be organized under the general and business corporation law of Missouri unless the persons named as incorporators shall at or before the filing of the articles of incorporation pay to the director of revenue three dollars for the issuance of the certificate and fifty dollars for the first thirty thousand dollars or less of the authorized shares of the corporation and a further sum of five dollars for each additional ten thousand dollars of its authorized shares, and no increase in the authorized shares of the corporation shall be valid or effectual unless the corporation has paid the director of revenue five dollars for each ten thousand dollars or less of the increase in the authorized shares of the corporation, and the corporation shall file a duplicate receipt issued by the director of revenue for the payments required by this section to be made with the secretary of state as is provided by this chapter for the filing of articles of incorporation; except that the requirements of this section to pay incorporation taxes and fees shall not apply to foreign railroad corporations which built their lines of railway into or through this state prior to November 21, 1943.
2. For the purpose of this section, the dollar amount of authorized shares is the par value thereof in the case of shares with par value and is one dollar per share in the case of shares without par value.
3. Fees mandated in subsection 1 of this section shall be waived if a majority shareholder, officer, or director of the organizing corporation is a member of the Missouri National Guard or any other active duty military, resides in the state of Missouri, and provides proof of such service to the secretary of state.
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(RSMo 1939 § 5013, A.L. 1943 p. 410 § 113, A.L. 1945 p. 711, A.L. 1975 S.B. 14, A.L. 1978 S.B. 755, A.L. 2014 S.B. 600)
Prior revisions: 1929 § 4539; 1919 § 9735; 1909 § 2976
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.075 - Certificate of incorporation is evidence of corporate existence.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1975
351.075. Certificate of incorporation is evidence of corporate existence. —
The corporate existence of a corporation shall date from the time of filing its articles of incorporation by the secretary of state. The certificate given by the secretary of state shall be taken by all courts of this state as evidence of the corporate existence of such corporation.
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(L. 1943 p. 410 § 52, A.L. 1965 p. 532, A.L. 1975 S.B. 14)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.076 - Certificate of good standing.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1990
351.076. Certificate of good standing. —
1. Anyone may apply to the secretary of state to furnish a certificate of good standing for a domestic corporation or a foreign corporation.
2. A certificate of good standing for a domestic corporation sets forth:
(1) The domestic corporation's corporate name;
(2) When the corporation was incorporated;
(3) That the corporation was incorporated under the laws of this state;
(4) That the corporation has complied with all the requirements of the corporation division of the secretary of state.
3. A certificate of good standing for a foreign corporation sets forth:
(1) The name of the corporation as registered in its home state;
(2) The name the foreign corporation uses in this state;
(3) The name of the state or jurisdiction it was incorporated in;
(4) That the corporation has complied with all the requirements of the corporation division of the secretary of state.
4. Subject to any qualification stated in the certificate, a certificate of good standing issued by the secretary of state may be relied upon as prima facie evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
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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 351.080 - First meeting and organization of board.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1979
351.080. First meeting and organization of board. —
1. If the persons to constitute the first board of directors of the corporation are not named in the articles of incorporation of the corporation, the incorporators, by unanimous vote at a meeting or by unanimous written consent, shall have the power to adopt the original bylaws of the corporation, notwithstanding the provisions of subsection 1 of section 351.290, and to name the persons who shall constitute the first board of directors of the corporation.
2. As soon as convenient, an organization meeting of the first board of directors shall be held either within or without this state at the call of a majority of the directors, for the purpose of electing officers, accepting or rejecting subscriptions for shares, authorizing the issuance of shares, doing any other acts to perfect the organization of the corporation and transacting such other business as may come before the meeting.
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(RSMo 1939 § 4998, A.L. 1943 p. 410 § 54, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216)
Prior revisions: 1929 § 4527; 1919 § 9723; 1909 § 2964
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.085 - Amendment of articles of incorporation permitted.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009, 2 histories
351.085. Amendment of articles of incorporation permitted. —
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
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(L. 1943 p. 410 § 55, A.L. 1965 p. 532, A.L. 1977 S.B. 115, A.L. 1979 S.B. 216, A.L. 2004 H.B. 1664, A.L. 2009 S.B. 224)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.093 - Certain shareholders must be permitted to vote, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1997
351.093. Certain shareholders must be permitted to vote, when. —
1. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment to the articles of incorporation, whether or not entitled to vote thereon by the provisions of such articles if the amendment would increase or decrease the aggregate number of authorized shares of such class; increase or decrease the par value of the shares of such class; create a new class of shares having rights and preferences prior or superior to the shares of the class, or increase the rights and preferences or the number of authorized shares, of any class having rights and preferences prior or superior to the shares of the class; or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. A merger or consolidation shall not be deemed to involve a proposed amendment to the articles of incorporation.
2. If any proposed amendment would alter or change the powers, preferences, or special rights of one or more series of any class, so as to affect them adversely, but would not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purpose of this section.
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(L. 1979 S.B. 216, A.L. 1983 S.B. 367, A.L. 1997 S.B. 197)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.095 - Certificate of amendment, contents of.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2004
351.095. Certificate of amendment, contents of. —
1. To adopt an amendment of the articles of incorporation as provided in subsection 1 of section 351.090, a majority of the board of directors shall execute a certificate of amendment that shall be delivered to the secretary of state. The certificate of amendment shall state:
(1) The name of the corporation and, if it has been changed, the name under which it was originally organized;
(2) The date of the adoption of the amendment by the directors;
(3) The amendment adopted;
(4) That on the date of adoption of the amendment by the directors the corporation had not received any payment for any of its shares.
2. After the adoption of an amendment of the articles of incorporation by the requisite vote of shareholders, a certificate of amendment shall be executed by an officer of the corporation, the original copy of the certificate shall be delivered to the secretary of state. The certificate of amendment shall state:
(1) The name of the corporation and, if it has been changed, the name under which it was originally organized;
(2) The date of adoption of the amendment by the shareholders;
(3) The amendment adopted;
(4) The number of shares outstanding, the number of shares entitled to vote on the amendment and, if the shares of any class are entitled to vote thereon as a class, the number of outstanding shares of each class entitled to vote thereon;
(5) The number of shares voted for and against the amendment, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively;
(6) If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, then a statement of the manner in which it shall be effected;
(7) If the effective date of the amendment is to be a date other than the date of filing of the certificate of amendment with the secretary of state, then the effective date, which shall be no more than ninety days following the filing date, shall be specified.
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(L. 1943 p. 410 § 57, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.100 - Certificate of amendment, secretary of state to file and certify, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1975
351.100. Certificate of amendment, secretary of state to file and certify, when. —
1. Upon receipt by the secretary of state of duplicate originals of any certificate of amendment, he shall file the same, if he finds that the certificate of amendment conforms to law, and that the required taxes or fees have been paid, keeping one of the copies as a permanent record, and he shall issue a certificate of amendment to which he shall affix the other copy of the certificate of amendment filed with him.
2. The certificate of the secretary of state and the copy of the certificate of amendment affixed shall be returned to the corporation or its representative.
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(L. 1943 p. 410 § 58, A.L. 1965 p. 532, A.L. 1975 S.B. 14)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.105 - When amendment shall become effective.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1983
351.105. When amendment shall become effective. —
1. Upon the filing of the certificate of amendment and the issuance of the certificate by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly; provided, however, that any certificate of amendment filed by a corporation hereunder may provide that it is not to become effective until a specified date subsequent to its filing date, but such date shall not be more than ninety days after its filing date and the certificate issued by the secretary of state shall indicate such deferred effective date.
2. No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending suit in which such corporation shall be a party, or the existing rights of persons other than shareholders; and, in the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall be abated for that reason.
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(L. 1943 p. 410 § 59, A.L. 1983 S.B. 367)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.107 - Restated articles of incorporation may be amended at time of restatement.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2005, 2 histories
351.107. Restated articles of incorporation may be amended at time of restatement. —
The articles of incorporation may be amended at the time of restatement of the articles of incorporation, in the following manner:
(1) The procedure required by this chapter for effecting an amendment to the articles of incorporation may be carried out concurrently with the procedure for restatement so that the proposed amendment and the restated articles may be presented to the same meetings of directors and shareholders;
(2) Such amendment and restatement, upon adoption by that percentage vote of shareholders required for that particular amendment, and on being set forth in a single certificate of amendment and restatement, in the manner required by this chapter, may then be filed in the office of the secretary of state and shall not become effective unless and until such amendment has become effective in the manner provided in this chapter.
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(L. 1965 p. 532, A.L. 2004 H.B. 1664, A.L. 2005 H.B. 678)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.110 - Name of corporation regulated.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2004
351.110. Name of corporation regulated. —
The corporate name:
(1) Shall contain the word "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words;
(2) Shall not contain any word or phrase which indicates or implies that it is any governmental agency or organized for any purpose other than a purpose for which corporations may be organized under this chapter;
(3) Shall be distinguishable from the name of any domestic corporation existing under any law of this state or any foreign corporation authorized to transact business in this state, or any limited partnership, limited liability partnership, limited liability limited partnership, or limited liability company existing or transacting business in this state under chapter 347, chapter 358, or chapter 359, or a name the exclusive right to which is, at the time, reserved in the manner provided in this chapter, chapter 347, chapter 358, or chapter 359, or any other business entity organized, reserved, or registered under the law of this state. If the name is the same, a word shall be added to make such name distinguishable from the name of such other corporation, limited liability company, limited liability partnership, or limited liability limited partnership, or limited partnership.
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(L. 1943 p. 410 § 7, A.L. 1965 p. 532, A.L. 1985 H.B. 512 & 650, A.L. 1993 S.B. 66 & 20, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.115 - Reservation of right to exclusive use of corporate name, time period.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2004
351.115. Reservation of right to exclusive use of corporate name, time period. —
1. The exclusive right to the use of a corporate name may be reserved by:
(1) Any person intending to organize a corporation under this chapter;
(2) Any domestic corporation intending to change its name;
(3) Any foreign corporation intending to make application for a certificate of authority to transact business in this state;
(4) Any foreign corporation authorized to transact business in this state and intending to change its name;
(5) Any person intending to organize a foreign corporation and intending to have such corporation make application for a certificate of authority to transact business in this state.
2. Such reservation shall be made by filing in the office of the secretary of state an application to reserve a specified corporate name, executed by the applicant. If the secretary of state finds that such name is available for corporate use, he shall reserve the same for the exclusive use of such applicant for a period of sixty days. A name reservation shall not exceed a period of one hundred eighty days from the date of the first name reservation application. Upon the one hundred eighty-first day the name shall cease reserve status and shall not be placed back in such status.
3. The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person by filing in the office of the secretary of state a notice of such transfer, executed by the person for whom such name was reserved, and specifying the name and address of the transferee.
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(L. 1943 p. 410 § 8, A.L. 1978 S.B. 755, A.L. 2004 H.B. 1664)
(1972) Duty of secretary of state ministerial under this section and mandamus is proper remedy, telephone reservation with subsequent written application and fee not sufficient to bar written application and fee received after telephone call but before caller's written application. State ex rel. Lane v. Kirkpatrick (Mo.), 485 S.W.2d 62.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.122 - Option of biennial filing of corporate registration reports.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009
351.122. Option of biennial filing of corporate registration reports. —
1. Notwithstanding the provisions of section 351.120 to the contrary, beginning January 1, 2010, the secretary of state may provide corporations the option of biennially filing corporate registration reports. Any corporation incorporated or qualified in an even-numbered year may file a biennial corporate registration report only in an even-numbered calendar year, and any corporation incorporated or qualified in an odd-numbered year may file a biennial corporate registration report only in an odd-numbered calendar year, subject to the following requirements:
(1) The fee paid at the time of biennial registration shall be eighty dollars if the report is filed in a written format. The fee shall be thirty dollars if the report is filed via an electronic format prescribed by the secretary of state;
(2) A corporation's biennial corporate registration report shall be filed in a format as prescribed by the secretary of state;
(3) The secretary of state may collect an additional fee of ten dollars for each biennial corporate registration report filed under this section. Such fee shall be deposited into the state treasury and credited to the secretary of state's technology trust fund account.
2. Once a corporation chooses the option of biennial registration, such registration shall be maintained for the full twenty-four-month period. Once the twenty-four-month period has expired and another corporate registration report is due, a corporation may choose to file an annual registration report under section 351.120. However, upon making such choice the corporation may later only choose to file a biennial corporate registration report in a year appropriate under subsection 1 of this section, based on the year in which the corporation was incorporated.
3. The secretary of state may promulgate rules for the effective administration of this section. Any rule or portion of a rule, as that term is defined in section 536.010, that is created under the authority delegated in this section shall become effective only if it complies with and is subject to all of the provisions of chapter 536 and, if applicable, section 536.028. This section and chapter 536 are nonseverable and if any of the powers vested with the general assembly pursuant to chapter 536 to review, to delay the effective date, or to disapprove and annul a rule are subsequently held unconstitutional, then the grant of rulemaking authority and any rule proposed or adopted after August 28, 2009, shall be invalid and void.
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(L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.125 - Fees.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009, 2 histories
351.125. Fees. —
Every corporation required to register under the provisions of this chapter shall pay to the state a fee of forty dollars for its corporate registration if the report is filed in a written format. The fee is fifteen dollars for each corporate registration report filed via an electronic format prescribed by the secretary of state. Biennial corporate registration reports filed under section 351.122 shall require the fee prescribed in that section. If a corporation fails to file a corporation registration report when due, it shall be assessed, in addition to its regular registration fee, a late fee of fifteen dollars for each thirty-day period within which the registration report is filed whether in writing or in an electronic format. If the registration report is not filed within ninety days, the secretary of state may proceed with administrative dissolution of such corporation under sections 351.484 and 351.486.
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(RSMo 1939 § 5089, A.L. 1943 p. 410 § 116, A.L. 1975 S.B. 14, A.L. 1986 H.B. 1436, A.L. 1987 H.B. 349, A.L. 2004 H.B. 1664, A.L. 2009 H.B. 481)
Prior revisions: 1929 § 4617; 1919 § 9811
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.127 - Additional fee — expiration date.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2020, 5 histories
351.127. Additional fee — expiration date. —
The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter, provided that the secretary of state may collect an additional fee of ten dollars on each corporate registration report fee filed under section 351.122. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary of state's technology trust fund account. The provisions of this section shall expire on December 31, 2026.
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(L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288, A.L. 2008 S.B. 1150, A.L. 2009 H.B. 481, A.L. 2017 S.B. 95, A.L. 2020 S.B. 631)
Expires 12-31-26
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.140 - Registration, form — subject to false declaration penalties — notice on form required.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 01 Jul 2003, 2 histories, see footnote
351.140. Registration, form — subject to false declaration penalties — notice on form required. —
Each registration required by section 351.120 shall be on a form prescribed by the secretary of state and shall be executed subject to the penalties of section 575.040 by an officer of the corporation or authorized person. Whenever any corporation is in the hands of an assignee or receiver, it shall be the duty of such assignee or receiver, or one of them, if there be more than one, to register such corporation and otherwise comply with the requirements of this chapter. The forms shall bear a notice stating that false statements made therein are punishable under section 575.060.
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(RSMo 1939 § 5092, A.L. 1943 p. 410 § 119, A.L. 1975 S.B. 14, A.L. 1990 H.B. 1361, A.L. 2002 S.B. 895, A.L. 2003 H.B. 600)
Prior revisions: 1929 § 4620; 1919 § 9814
Effective 7-01-03
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.145 - Notice provided for corporate registration report.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009, 2 histories
351.145. Notice provided for corporate registration report. —
It shall be the duty of the secretary of state to send notice that the corporate registration report is due to each corporation in this state required to register. The notice shall be directed to its registered office as disclosed originally by its articles of incorporation or by its application for a certificate of authority to transact business in this state and thereafter as disclosed by its immediately preceding corporate registration report, as provided by law. The secretary of state may provide a form of the corporate registration report for filing in a format and medium prescribed by the secretary of state.
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(RSMo 1939 § 5096, A.L. 1943 p. 410 § 122, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1986 H.B. 1436, A.L. 2002 S.B. 895, A.L. 2009 H.B. 481)
Prior revisions: 1929 § 4624; 1919 § 9818
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.150 - Failure to comply not excused for lack of notice.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2002
351.150. Failure to comply not excused for lack of notice. —
No corporation shall be excused for its failure to comply with the provisions of this chapter by reason of failure to receive the notice in section 351.145 required to be given by the secretary of state.
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(RSMo 1939 § 5097, A.L. 1943 p. 410 § 123, A.L. 2002 S.B. 895)
Prior revisions: 1929 § 4625; 1919 § 9819
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.155 - Duplicate forms, when furnished.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2009, 2 histories
351.155. Duplicate forms, when furnished. —
It shall be the duty of the secretary of state to furnish forms of corporate registration reports to any corporation upon request to any representative of the corporation, but no such form of the corporate registration report shall be furnished unless the name of the corporation for which it is desired shall accompany the request.
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(RSMo 1939 § 5098, A.L. 1943 p. 410 § 124, A.L. 2002 S.B. 895, A.L. 2009 H.B. 481)
Prior revisions: 1929 § 4626; 1919 § 9820
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.156 - Evidentiary effect of copy of filed document.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1990
351.156. Evidentiary effect of copy of filed document. —
A certificate attached to a copy of a document filed by the secretary of state, bearing his signature, which may be in facsimile, and the seal of this state, is prima facie evidence that the original document is on file with the secretary of state.
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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 351.160 - Shares or bonds shall be for money paid, labor or property actually received — bonded indebtedness, how incurred.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1961
351.160. Shares or bonds shall be for money paid, labor or property actually received — bonded indebtedness, how incurred. —
1. No corporation shall issue shares, or bonds or other obligations for the payment of money, except for money paid, labor done or property actually received; and all fictitious issues or increases of shares or indebtedness shall be void; provided, that no such issue or increase made for valid bona fide antecedent debts shall be deemed fictitious or void.
2. Bonded indebtedness of a corporation shall be incurred or increased only upon prior approval by the board of directors. Unless the articles of incorporation otherwise provide, no vote or consent of shareholders shall be necessary to authorize or approve the incurrence of or an increase in bonded indebtedness.
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(L. 1943 p. 410 § 17, A.L. 1945 p. 696, A.L. 1961 p. 248)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.165 - Note or obligation not to be considered payment for original issue shares — corporation shall not lend money to shareholder for purchase of shares — liability.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1998
351.165. Note or obligation not to be considered payment for original issue shares — corporation shall not lend money to shareholder for purchase of shares — liability. —
No note or obligation given by any shareholder, whether secured by deed of trust, mortgage or otherwise, shall be considered as payment of any part of any original issue share or shares, and no loan of money for the purpose of such payment shall be made by the corporation to any shareholder therein; and if such loan shall be made to a shareholder, the officers making it, or who shall assent thereto, shall be jointly and severally liable to the corporation for the repayment of such loan and interest.
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(RSMo 1939 § 5349, A.L. 1943 p. 410 § 18, A.L. 1979 S.B. 216, A.L. 1998 S.B. 680)
Prior revisions: 1929 § 4944; 1919 § 10155; 1909 § 3350
(1964) Sale of negotiable notes from stockholders to loan and investment company held not to be void or illegal because part of consideration for sale of notes was the payment or cancellation of loans that had been made to the stockholder in variation of this section. Holt v. Queen City Loan and Investment, Inc. (Mo.), 377 S.W.2d 393.