reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.170 - Expenses of organization or reorganization, how paid.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.170. Expenses of organization or reorganization, how paid. —
The reasonable charges and expenses of organization or reorganization of a corporation and reasonable compensation for the sale or underwriting of its shares, may be paid or allowed by such corporation out of consideration received by it in payment for its shares without thereby rendering such shares not full-paid and nonassessable.
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(L. 1943 p. 410 § 21)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.175 - Subscriptions for shares — payment — failure to pay — notice for payment or forfeiture.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1979
351.175. Subscriptions for shares — payment — failure to pay — notice for payment or forfeiture. —
1. The board of directors shall have the power to accept or reject subscriptions for shares whether made before or after the organization of the corporation.
2. Unless otherwise provided in the subscription agreement, subscriptions for shares whether made before or after the organization of a corporation shall be paid in full at such time or in such installments and at such times as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series as the case may be. In case of default in payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. The bylaws may provide penalties for failure to pay installments or calls that may become due, but no penalty working a forfeiture of his right to receive the shares or of the amounts paid thereon shall be declared by the board of directors against any shareholder until they shall have caused a notice in writing to be served on the shareholder personally, or by depositing the same in the United States mail addressed to the shareholder at his address as it appears on the records of the corporation with postage thereon prepaid, stating that he is required to make such payment at the time and place specified in said notice, and setting forth the nature and extent of the forfeiture which may result if he fails to make such payment, which notice must be served as aforesaid at least sixty days previous to the day on which such payment is required to be made to avoid such forfeiture.
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(L. 1943 p. 410 § 14, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.210 - Paid-in surplus — its distribution and restrictions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2013
351.210. Paid-in surplus — its distribution and restrictions. —
1. Paid-in surplus, whether created by reduction of stated capital or otherwise, may be distributed in cash or in kind to the shareholders entitled thereto, subject to the following restrictions:
(1) No such distribution shall be made to any class of shareholders unless all cumulative dividends accrued on preferred or special classes of shares entitled to preferred dividends shall have been fully paid;
(2) No such distribution shall be made to any class of shareholders when the net assets are less than its stated capital or when such distribution would reduce the net assets below the stated capital.
2. The corporation may by resolution of its board of directors apply any part or all of its paid-in surplus to the reduction or elimination of any deficit arising from operating or other losses, or from diminution in value of its assets.
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(L. 1943 p. 410 § 61, A.L. 1945 p. 696, A.L. 2013 H.B. 498)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.220 - Payment of dividends on shares of stock.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 01 Jul 2001, see footnote
351.220. Payment of dividends on shares of stock. —
The board of directors of a corporation may declare and the corporation may pay dividends on its shares in cash, property, or its own shares, subject to the following limitations and provisions:
(1) No dividend shall be declared or paid at a time when the net assets of the corporation are less than its stated capital or when the payment thereof would reduce the net assets of the corporation below its stated capital;
(2) If a dividend is declared out of the paid-in surplus of the corporation, whether created by reduction of stated capital or otherwise, the limitations contained in section 351.210 shall apply;
(3) If a dividend is declared payable in its own shares having a par value, such shares shall be issued at the par value thereof and there shall be transferred to stated capital at the time such dividend is declared an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend;
(4) If a dividend is declared payable in its own shares, without par value, and such shares have a preferential right in the assets of the corporation in the event of its involuntary liquidation, such shares shall be issued at the liquidation value thereof, and there shall be transferred to stated capital at the time such dividend is declared, an amount of surplus equal to the aggregate preferential amount payable upon such shares in the event of involuntary liquidation;
(5) If a dividend is declared payable in its own shares without par value and none of such shares has a preferential right in the assets of the corporation in the event of its involuntary liquidation, such shares shall be issued at such value as shall be fixed by the board of directors by resolution at the time such dividend is declared, and there shall be transferred to stated capital, at the time such dividend is declared, an amount of surplus equal to the aggregate value so fixed in respect of such shares, and the amount per share transferred to stated capital shall be disclosed to the shareholders receiving such dividends concurrently with payment thereof;
(6) A split-up or division of issued shares into a greater number of shares of the same class shall not be construed to be a share dividend within the meaning of this section;
(7) No dividend shall be declared or paid contrary to any restrictions contained in the articles of incorporation.
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(L. 1943 p. 410 § 43, A.L. 1945 p. 696, 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 351.225 - Shareholders' meetings prescribed by bylaws.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2009
351.225. Shareholders' meetings prescribed by bylaws. —
1. (1) Meetings of shareholders may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provisions, all meetings shall be held at the registered office of the corporation in this state.
(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communication:
(a) Participate in a meeting of shareholders; and
(b) Be deemed present in person and vote at a meeting of shareholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:
a. The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxyholder;
b. The corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
c. If any shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
2. An annual meeting of shareholders for the election of directors shall be held on a day which each corporation shall fix by its bylaws; and if no day be so provided, then on the second Monday in the month of January. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.
3. Special meetings of the shareholders may be called by the board of directors or by such other person or persons as may be authorized by the articles of incorporation or the bylaws.
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(L. 1943 p. 410 § 27, A.L. 1986 S.B. 565, A.L. 2009 S.B. 217)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.230 - Shareholders' meetings — notice of, how given, contents of.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1998
351.230. Shareholders' meetings — notice of, how given, contents of. —
1. Written or printed notice of each meeting of shareholders stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten or more than seventy days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. Written notice shall include, but not be limited to, notice by electronic transmission which means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient.
2. Any notice of a shareholders' meeting sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the shareholder at his address as it appears on the records of the corporation.
3. Attendance of a shareholder at any meeting shall constitute a waiver of notice of such meeting except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
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(L. 1943 p. 410 § 28, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1991 H.B. 219, A.L. 1998 S.B. 680)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.235 - Meetings, how convened — vote inspectors, when appointed, duties of.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1975
351.235. Meetings, how convened — vote inspectors, when appointed, duties of. —
Every meeting, for whatever object, of the shareholders in any corporation shall be convened by its president, secretary or other officer or any of the persons calling the meeting by a notice given as herein provided. If the object of such meeting be to elect directors or to take a vote of the shareholders on any proposition, then, if the bylaws of the corporation require, but not otherwise, the president or other person presiding at such meeting shall appoint not less than two persons, who are not directors, inspectors to receive and canvass the votes given at such meeting and certify the result to him. In all cases where the right to vote any share or shares in any corporation shall be questioned, it shall be the duty of the inspectors, if any, or the persons conducting the vote to require the transfer books of such corporation as evidence of shares held in such corporation
*
, and all shares that may appear standing thereon in the name of any person or persons shall be voted upon by such person or persons, directly by themselves or by proxy.
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(RSMo 1939 § 5001, A.L. 1943 p. 410 § 29, A.L. 1975 S.B. 14)
Prior revisions: 1929 § 4530; 1919 § 9726; 1909 § 2967
*Word "corporations" appears in original rolls.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.240 - Inspector's oath.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.240. Inspector's oath. —
Any inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath before any officer authorized by law to administer oaths: "I do solemnly swear, that I will execute the duties of an inspector of the election now to be held with strict impartiality, and according to the best of my ability.".
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(RSMo 1939 § 5002, A.L. 1943 p. 410 § 30)
Prior revisions: 1929 § 4531; 1919 § 9727; 1909 § 2968
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.246 - Shareholders may create voting trust.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1965
351.246. Shareholders may create voting trust. —
Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for any period, without regard to the rule against perpetuities or similar rules.
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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 351.250 - Transfer books closed, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1996
351.250. Transfer books closed, when. —
The board of directors shall have power to close the transfer books of the corporation for a period not exceeding seventy days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books, unless prohibited by the bylaws, the board of directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of, and to vote at the meeting, and any adjournment or postponement of the meeting, or entitled to receive payment of the dividend, or entitled to the allotment of rights, or entitled to exercise the rights in respect of the change, conversion or exchange of shares. In such case only the shareholders who are shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, the meeting, and any adjournment or postponement of the meeting, or to receive payment of the dividend, or to receive the allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the date of closing of the transfer books or the record date fixed as mentioned in this section. If the board of directors does not close the transfer books or set a record date for the determination of the shareholders entitled to notice of, and to vote at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to vote at, the meeting, and any adjournment or postponement of the meeting; except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the corporation by all of the shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment or postponement of the meeting.
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(RSMo 1939 § 5003, A.L. 1943 p. 410 § 32, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1989 S.B. 141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835)
Prior revisions: 1929 § 4532; 1919 § 9728; 1909 § 2969
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.255 - Officer to make list of shareholders entitled to vote.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.255. Officer to make list of shareholders entitled to vote. —
1. The officer having charge of the transfer book for shares of a corporation shall make, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this state, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.
2. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
3. An officer having charge of the transfer books who shall fail to prepare the list of shareholders, or keep the same on file for a period of ten days, or produce and keep the same open for inspection at the meeting, as provided in this section, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage.
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(L. 1943 p. 410 § 35)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.260 - Voting of shares standing in name of another corporation, domestic or foreign — deceased person's shares — receivers — pledges.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1983
351.260. Voting of shares standing in name of another corporation, domestic or foreign — deceased person's shares — receivers — pledges. —
1. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.
2. Shares standing in the name of a deceased person may be voted by his personal representative, either in person or by proxy. Shares standing in the name of a conservator or trustee may be voted by such fiduciary, either in person or by proxy, but no conservator or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.
3. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.
4. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
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(RSMo 1939 §§ 5001, 5351, A.L. 1943 p. 410 § 33, A.L. 1983 S.B. 44 & 45)
Prior revisions: 1929 §§ 4530, 4946; 1919 §§ 9726, 10157; 1909 §§ 2967, 3352
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.265 - Quorum of outstanding shares — representation by proxy — representation of false proxy, penalty.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1996
351.265. Quorum of outstanding shares — representation by proxy — representation of false proxy, penalty. —
1. Unless otherwise provided in the articles of incorporation or bylaws, a majority of the outstanding shares entitled to vote at any meeting, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders; provided, that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than such quorum shall have the right successively to adjourn the meeting as provided in section 351.268. Shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter, shall be deemed to be represented at the meeting for quorum purposes. Shares as to which voting instructions are given as to at least one of the matters to be voted on shall also be deemed to be so represented. If the proxy states how shares will be voted in the absence of instructions by the shareholder, such shares shall be deemed to be represented at the meeting.
2. In all matters, every decision of a majority of shares entitled to vote on the subject matter and represented in person or by proxy at a meeting at which a quorum is present shall be valid as an act of the shareholders, unless a larger vote is required by this chapter, the bylaws, or the articles of incorporation, provided that in the case of cumulative voting in the election of directors pursuant to subsection 3 of section 351.245, directors shall be elected by a plurality of the votes of the shares entitled to vote on the election of the directors and represented in person or by proxy at a meeting at which a quorum is present. Unless otherwise provided in the articles of incorporation or bylaws, shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter shall be deemed to be represented at the meeting as to such matter. Shares represented by a proxy as to which voting instructions are not given as to one or more matters to be voted on shall not be deemed to be represented at the meeting for purposes of the vote as to such matter or matters. A proxy which states how shares will be voted in the absence of instructions by the shareholder as to any matter shall be deemed to give voting instructions as to such matter.
3. Any person who represents a falsified proxy pursuant to this section which the person knows is false in any material respect shall be guilty of an infraction.
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(L. 1943 p. 410 § 34, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 180, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.267 - Five percent of shares of telephone company constitutes quorum, when — powers of quorum — directors, election by districts authorized.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1996
351.267. Five percent of shares of telephone company constitutes quorum, when — powers of quorum — directors, election by districts authorized. —
1. Notwithstanding other provisions in this chapter, unless a provision in the articles of incorporation or bylaws requiring a larger percentage is hereafter confirmed or adopted, five percent of the outstanding voting shares, represented in person or by proxy, constitutes a quorum at a meeting of shareholders of a corporation organized pursuant to this chapter for the purpose of providing telephone services and whose articles of incorporation limit the ownership of voting shares to one share by any one person or shareholder. Such corporations may determine by articles of incorporation or bylaws to elect directors by districts to further the principle of geographical representation.
2. Unless a larger vote is required by the articles of incorporation or bylaws of the corporation, the action of a majority of a quorum is a valid corporate act, including by way of extension but not of limitation, amendment of articles of incorporation and the increase of bonded indebtedness; except that with respect to the sale, lease, exchange or other disposition (except by mortgage, deed of trust or pledge) of all, or substantially all of the property and assets, with or without goodwill, of the corporation, the vote required in the case of corporations generally shall control.
3. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice.
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(L. 1957 p. 312 § 351.266, A.L. 1996 H.B. 1440)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.268 - Shareholder's meeting, adjournment due to lack of quorum — postponement, adjournment defined.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2003, 2 histories
351.268. Shareholder's meeting, adjournment due to lack of quorum — postponement, adjournment defined. —
1. In addition to the provisions of sections 351.265 and 351.267 regarding the adjournment of shareholders meetings at which a quorum is not present, unless the bylaws provide to the contrary, a meeting may be otherwise successively adjourned to a specified date not longer than ninety days after such adjournment or to another place. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than ninety days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the date and place of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
2. A shareholder's meeting may be successively postponed by resolution of the board of directors, unless otherwise provided in the bylaws, to a specified date up to a date ninety days after such postponement or to another place, provided notice of the date and place of the postponed meeting, which may be by public notice, is given to each shareholder of record entitled to vote at the meeting.
3. For purposes of this chapter,
"adjournment"
means a delay in the date, which may also be combined with a change in the place, of a meeting after the meeting has been convened;
"postponement"
means a delay in the date, which may be combined with a change in the place, of the meeting before it has been convened, but after the time and place thereof have been set forth in a notice delivered or given to shareholders; and public notice shall be deemed to have been given if a public announcement is made by press release reported by a national news service or in a publicly available document filed with the United States Securities and Exchange Commission.
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(L. 1996 S.B. 835, A.L. 2001 S.B. 288, A.L. 2003 S.B. 394)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.270 - Bylaws may require concurrence of greater portion of shares than statutes require.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1975
351.270. Bylaws may require concurrence of greater portion of shares than statutes require. —
Whenever with respect to any action to be taken by the shareholders of a corporation the articles of incorporation or provisions of the bylaws adopted by the shareholders require the vote or concurrence of the holders of a greater portion of the shares, or of any class or series thereof, than required by this chapter with respect to such action, the provisions of the articles of incorporation or such provisions of the bylaws adopted by the shareholders shall control.
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(L. 1943 p. 410 § 168, A.L. 1975 S.B. 14)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.273 - Corporate action may be taken without meeting by written consents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1965
351.273. Corporate action may be taken without meeting by written consents. —
Any action required by this chapter to be taken at a meeting of the shareholders of a corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consents shall have the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and may be stated as such in any certificate or document filed under this chapter. The secretary shall file such consents with the minutes of the meetings of the shareholders.
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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 351.275 - Limitation of shareholder's obligation to corporation or its creditors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.275. Limitation of shareholder's obligation to corporation or its creditors. —
1. A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which said shares were issued or to be issued. Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration.
2. No person holding shares as executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall be personally liable as a shareholder, but the estate and funds in the hands of said executor, administrator, conservator, guardian, trustee, assignee, or receiver shall be so liable. No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.
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(RSMo 1939 § 5350, A.L. 1943 p. 410 § 24)
Prior revisions: 1929 § 4945; 1919 § 10156; 1909 § 3351
(1973) Where plaintiff's husband purchased stock and it was issued to plaintiff and her husband as tenants by the entirety, plaintiff was a person to whom the stock was issued and not a "transferee" under the portion of the statute that exempts a transferee without notice from any obligation for unpaid portion of consideration. Gum v. St. Joseph Foods, Inc. (A.), 495 S.W.2d 106.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.280 - When execution may be levied against shareholders.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.280. When execution may be levied against shareholders. —
If any execution shall have been issued against any corporation, and there cannot be found any property or effects whereon to levy the same, then such execution may be issued against any of the shareholders to the extent of the amount of the unpaid balance of such shares by him or her owned; provided, always, that no execution shall issue against any shareholder except upon an order of the court in which the action, suit or other proceedings shall have been brought or instituted, made upon motion in open court, after sufficient notice, in writing, to the person sought to be charged; and, upon such motion, such court may order execution to issue accordingly; and provided further, that no shareholder shall be individually liable in any amount over and above the amount of shares owned.
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(RSMo 1939 § 5048, A.L. 1943 p. 410 § 15)
Prior revisions: 1929 § 4572; 1919 § 9764; 1909 § 3004
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.285 - Secretary shall give names and addresses of shareholders to officers holding executions against corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1943
351.285. Secretary shall give names and addresses of shareholders to officers holding executions against corporation. —
The secretary or other officer having charge of the books of any corporation, on demand of any officer holding an execution against the same, shall furnish the officer with the names, places of residence, so far as to him known, and the amount of liability of every person liable as aforesaid.
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(RSMo 1939 § 5049, A.L. 1943 p. 410 § 16)
Prior revisions: 1929 § 4573; 1919 § 9765; 1909 § 3005
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.295 - Stock certificate, form, contents, authorized signatures.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2006, 2 histories
351.295. Stock certificate, form, contents, authorized signatures. —
1. The shares of a corporation shall be represented by certificates, provided that the articles of incorporation or bylaws, or a resolution or resolutions of the board of directors of the corporation, may provide that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such provision of the articles of incorporation or bylaws or resolution of the board of directors shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding such a provision of the articles of incorporation or bylaws, or the adoption of such a resolution by the board of directors, every holder of stock represented by certificates shall be entitled to have a certificate. Except as otherwise provided in the articles of incorporation or bylaws, such certificate shall be signed by the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer of such corporation and sealed with the seal of the corporation. Any or all the signatures on the certificate may be a facsimile and the seal may be facsimile, engraved or printed. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may nevertheless be issued by the corporation with the same effect as if the person were an officer, transfer agent or registrar at the date of issue. Every holder of uncertificated shares is entitled to receive a statement of holdings as evidence of share ownership.
2. Every certificate for shares without par value shall have plainly stated upon its face the number of shares which it represents, and no certificate shall express any par value for such shares or a rate of dividend to which such shares shall be entitled in terms of percentage of any par or other value.
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(RSMo 1939 §§ 5025, 5549, A.L. 1943 p. 410 § 22, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1987 H.B. 349, A.L. 2005 H.B. 678, A.L. 2006 H.B. 1715)
Prior revision: 1929 § 5106
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.300 - Fractional shares, how issued.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2000
351.300. Fractional shares, how issued. —
A corporation may issue fractions of a share and it may issue a certificate for a fractional share, or, by action of its board of directors, may in lieu thereof pay cash equal to the value of such fractional share, or issue scrip or other evidence of ownership which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or other evidence of ownership aggregating a full share. A certificate for a fractional share shall (but scrip or other evidence of ownership shall not, unless otherwise provided by resolution of the board of directors) entitle the holder to all of the rights of a shareholder, including without limitation the right to exercise any voting right, or to receive dividends thereon or to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause such scrip or evidence of ownership (other than a certificate for a fractional share) to be issued subject to the condition that it shall become void if not exchanged for share certificates before a specified date, or subject to the condition that the shares for which such scrip or evidence of ownership is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip or evidence of ownership, or subject to any other conditions which the board of directors may deem advisable.
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(L. 1943 p. 410 § 23, A.L. 1975 S.B. 14, A.L. 2000 S.B. 896)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.305 - Preemptive right of shareholder to acquire additional shares, limited, how.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1943
351.305. Preemptive right of shareholder to acquire additional shares, limited, how. —
The preemptive right of a shareholder to acquire additional shares of a corporation may be limited or denied to the extent provided in the articles of incorporation.
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(L. 1943 p. 410 § 25)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.310 - Board of directors, powers, qualifications, compensation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1975
351.310. Board of directors, powers, qualifications, compensation. —
The property and business of a corporation shall be controlled and managed by a board of directors. Qualifications of directors may be prescribed in the articles of incorporation, or in the bylaws. The compensation of the directors may be set by the board of directors unless otherwise provided in the articles of incorporation or the bylaws.
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(RSMo 1939 § 5346, A.L. 1943 p. 410 § 36, A.L. 1965 p. 532, A.L. 1975 S.B. 14)
Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347
CROSS REFERENCE:
Representative actions by shareholders to enforce corporation's rights, RSMo 507.070
(1961) Where corporation whose sole asset was a fifty-six acre tract of land equipped as a golf and country club leased the same to another corporation which operated a country club, the renewal of the lease for a period of five years made by the board of directors was a valid exercise of the power vested in them and not a disposition of all of the corporate assets. Santa Fe Hills Golf and Country Club v. Safehi Realty Company (Mo.), 349 S.W.2d 27.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.317 - Directors of corporations, removal of, when, how.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1983
351.317. Directors of corporations, removal of, when, how. —
Any director of the corporation may be removed for cause by action of a majority of the entire board of directors if the director to be removed shall, at the time of removal, fail to meet the qualifications stated in the articles of incorporation or bylaws for election as a director or shall be in breach of any agreement between such director and the corporation relating to such director's services as a director or employee of the corporation. Notice of the proposed removal shall be given to all directors of the corporation prior to action thereon.
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(L. 1983 S.B. 367)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.320 - Board vacancy, how filled.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 2003
351.320. Board vacancy, how filled. —
1. Unless otherwise provided in the articles of incorporation or bylaws of the corporation, vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the board of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, until the next election of directors by the shareholders of the corporation; except that, if shareholders elect directors by class pursuant to section 351.315, a director elected by the board pursuant to this section to fill a vacancy or to a newly created directorship need not be presented for election by shareholders until the class to which the director has been so elected by the board is presented for election by the shareholders.
2. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the articles of incorporation, vacancies and newly created directorships with respect to such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office.
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(RSMo 1939 § 5346, A.L. 1943 p. 410 § 38, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2003 S.B. 394)
Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.323 - Provisional director appointed by court, when — qualifications, compensation, powers, removal.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1999
351.323. Provisional director appointed by court, when — qualifications, compensation, powers, removal. —
1. If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted to advantage or so that there is danger that its property and business will be impaired and lost, the circuit court of the county where the principal office of the corporation is located may, notwithstanding any provisions of the articles or bylaws of the corporation and whether or not an action is pending for an involuntary winding up or dissolution of the corporation, appoint a provisional director pursuant to this section. Action for the appointment may be filed by one-half of the directors or by the holders of not less than thirty-three and one-third percent of the outstanding shares.
2. The provisional director shall be an impartial person, who is neither a shareholder nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree to any of the other directors or officers of the corporation, or to any judge of the court by which he is appointed. The provisional director shall have all the rights and powers of a director, and shall be entitled to notice of the meetings of the board of directors and to vote at such meetings, until the deadlock in the board of directors is broken or until he is removed by order of the court or by vote or written consent of the holders of a majority of the voting shares. He shall be entitled to receive such compensation as may be agreed upon between him and the corporation, and in the absence of such agreement he shall be entitled to such compensation as shall be fixed by the court. The court shall remove such provisional director upon the request of one-half of the other directors or by the holders of not less than thirty-three and one-third percent of the outstanding shares if such provisional director has served for three or more years and the deadlock in the board of directors has not been broken.
3. The shareholders or directors of a corporation, and such corporation, shall be considered to be deadlocked within the meaning of section 351.494 and any and all other provisions of this chapter, notwithstanding the appointment of a provisional director pursuant to this section, if such shareholders, directors or corporation would otherwise be deadlocked but for the appointment of such director.
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(L. 1959 H.B. 88, A.L. 1997 S.B. 197, A.L. 1999 S.B. 278)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.325 - Board, quorum.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1979
351.325. Board, quorum. —
A majority of the full board of directors shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.
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(RSMo 1939 § 5033, A.L. 1943 p. 410 § 39, A.L. 1979 S.B. 216)
Prior revisions: 1929 § 4558; 1919 § 9752; 1909 § 2992