Missouri Statute | Act | Code |Corporations, Associations And Partnerships| US Code - US Statute | Chapter 351 General And Business Corporations

This chapter shall be known and may be cited as "The General and
Business Corporation Law of Missouri". (L. 1943 p. 410 § 1)

As used in this chapter, unless the context otherwise requires:

(1) "Articles of incorporation" includes the original articles of
incorporation and all amendments thereto, and includes articles of merger
or consolidation;

(2) "Authorized shares" means the aggregate number of shares of stock of
all classes, whether with or without par value, which the corporation is
authorized to issue. Shares of its own stock belonging to a corporation
shall be deemed to be "issued" shares but not "outstanding" shares;

(3) "Certificate of stock" means a written instrument signed by or
bearing the facsimile signature of the proper corporate officers, as
required by this chapter, evidencing the fact that the person therein
named is the holder of record of the share or shares therein described;

(4) "Control share acquisition" means the acquisition, directly or
indirectly, by any person of ownership of, or the power to direct the
exercise of voting power with respect to, issued and outstanding control
shares. For the purposes of this chapter, shares acquired within ninety
days of any acquisition of shares or shares acquired pursuant to a plan
to make a control share acquisition are considered to have been acquired
in the same acquisition. For the purposes of this chapter, a person who
acquires shares in the ordinary course of business for the benefit of
others in good faith and not for the purpose of circumventing this
chapter has voting power only of shares in respect of which that person
would be able to exercise or direct the exercise of votes without further
instruction from others. The acquisition of any shares of an issuing
public corporation does not constitute a control share acquisition if the
acquisition is consummated in any of the following circumstances:

(a) Prior to June 13, 1984;

(b) Pursuant to a contract in existence prior to June 13, 1984;

(c) Pursuant to a will or other testamentary disposition, the laws of
descent and distribution or by intervivos gift where such gift is made in
good faith and not for the purpose of circumventing section 351.407;

(d) Pursuant to a public offering, a private placement, or any other
issuance of shares by an issuing public corporation;

(e) By, on behalf of, or pursuant to any benefit or other compensation
plan or arrangement of an issuing public corporation;

(f) Pursuant to the conversion of debt securities into shares of an
issuing public corporation under the terms of such debt securities;

(g) Pursuant to a binding contract, other than any contract created by,
pursuant to, or in connection with a tender offer, whereby the holders of
shares representing at least two-thirds of the voting power of an issuing
public corporation, such holders acting simultaneously, agreed to sell
such shares to any person;

(h) Pursuant to the satisfaction of a pledge or other security interest
created in good faith and not for the purpose of circumventing section
351.407;

(i) Pursuant to a merger or consolidation effected in compliance with
sections 351.410 to 351.458 if the issuing public corporation is a party
to the agreement of merger or consolidation;

(j) Pursuant to a binding contract or other arrangement with any
individual, foreign or domestic corporation (whether or not for profit),
partnership, limited liability company, unincorporated society or
association, or other entity which, at any time within one year prior to
the acquisition in question, owned shares representing more than fifty
percent of the voting power of the issuing public corporation;

(k) By or from any person whose shares have been previously accorded
voting rights pursuant to section 351.407; provided, the acquisition
entitles the person making the acquisition, directly or indirectly, alone
or as a part of a group, to exercise or direct the exercise of voting
power of the corporation in the election of directors within a range of
the voting power not in excess of the range of voting power associated
with the shares to which voting rights have been previously accorded;

(5) "Control shares" means shares that, except for this chapter, would
have voting power with respect to shares of an issuing public corporation
that, when added to all other shares of the issuing public corporation
owned by a person or in respect to which that person may exercise or
direct the exercise of voting power, would entitle that person,
immediately after acquisition of the shares, directly or indirectly,
alone or as a part of a group, to exercise or direct the exercise of the
voting power of the issuing public corporation in the election of
directors within any of the following ranges of voting power:

(a) One-fifth or more but less than one-third of all voting power;

(b) One-third or more but less than a majority of all voting power;

(c) A majority or more of all voting power; provided, however, that
shares which the person or the group have owned or of which the person or
the group could have exercised or directed the voting for more than ten
years shall not be deemed to be "control shares" and shall not be
aggregated for the purpose of determining inclusion within the
above-stated ranges;

(6) "Corporation" or "domestic corporation" includes corporations
organized under this chapter or subject to some or all of the provisions
of this chapter except a foreign corporation;

(7) "Foreign corporation" means a corporation for profit organized under
laws other than the laws of this state;

(8) "Incorporator" means a signer of the original articles of
incorporation;

(9) "Interested shares" means the shares of an issuing public corporation
in respect of which any of the following persons may exercise or direct
the exercise of the voting power of the corporation in the election of
directors:

(a) An acquiring person or member of a group with respect to a control
share acquisition;

(b) Any officer of the issuing public corporation elected or appointed by
the directors of the issuing public corporation;

(c) Any employee of the issuing public corporation who is also a director
of such corporation;

(10) "Issuing public corporation" means either a corporation incorporated
under the laws of the state of Missouri, or, subdivision (2) of section
351.690 notwithstanding, any insurance company organized pursuant to the
laws of Missouri and doing business under the provisions of chapter 376,
RSMo, provided that the bylaws of such insurance company expressly state
that such insurance company shall, for the purposes of this chapter, be
included within the definition of "issuing public corporation", that has:

(a) One hundred or more shareholders;

(b) Its principal place of business, its principal office, or substantial
assets within Missouri; and

(c) One of the following:

a. More than ten percent of its shareholders resident in Missouri;

b. More than ten percent of its shares owned by Missouri residents; or

c. Ten thousand shareholders resident in Missouri. The residence of a
shareholder is presumed to be the address appearing in the records of the
corporation. Shares held by banks (except as trustee or guardian),
brokers or nominees shall be disregarded for purposes of calculating the
percentages or numbers described above;

(11) "Net assets", for the purpose of determining the right of a
corporation to purchase its own shares and of determining the right of a
corporation to declare and pay dividends and the liabilities of directors
therefor, shall not include shares of its own stock belonging to a
corporation;

(12) "Paid-in surplus" means all that part of the consideration received
by the corporation for, or on account of, all shares issued which does
not constitute stated capital minus such formal reductions from said sum
as may have been effected in a manner permitted by this chapter;

(13) "Person" includes, without limitation, an individual, a foreign or
domestic corporation whether not for profit or for profit, a partnership,
a limited liability company, an unincorporated society or association,
two or more persons having a joint or common interest, or any other
entity;

(14) "Registered office" means that office maintained by the corporation
in this state, the address of which is on file in the office of the
secretary of state;

(15) "Shareholder" means one who is a holder of record of shares in a
corporation;

(16) "Shares" are the units into which the shareholders' rights to
participate in the control of the corporation, in its surplus or profits,
or in the distribution of its assets, are divided;

(17) "Stated capital" means at any particular time the sum of:

(a) The par value of all shares then issued having a par value; and

(b) The consideration received by the corporation for all shares then
issued without par value except such part thereof as may have been
allocated otherwise than to stated capital in a manner permitted by law;
and

(c) Such amounts not included in paragraphs (a) and (b) of this
subdivision as may have been transferred to the stated capital account of
the corporation, whether upon the issue of shares as a share dividend or
otherwise, minus such formal reductions from said sum as may have been
effected in a manner permitted by this chapter;

(18) "Subscriber" means one who subscribes for shares in a corporation,
whether before or after incorporation. (L. 1943 p. 410 § 2, A.L. 1961 p.
248, A.L. 1965 p. 532, A.L. 1984 S.B. 409, A.L. 1987 H.B. 349, A.L. 1990
H.B. 1432, A.L. 1993 S.B. 66 & 20)

Effective 12-1-93

Action taken in accordance with the different sections of this
chapter are acts of independent legal significance even though the end
result may be the same under different sections. The mere fact that the
result of actions taken under one section may be the same as actions
which could have been taken under another section does not require that
the legality of the result must be tested by the requirements of the
second section. (L. 1997 S.B. 197, A.L. 1998 S.B. 680)

Corporations for profit, except those which are required to be
organized exclusively under other provisions of law, may be organized
under this chapter for any lawful purposes. (L. 1943 p. 410 § 3, A.L.
1975 S.B. 14)

CROSS REFERENCES: Incorporation of Assessment plan life insurance
company, Chap. 377, RSMo Banks, Chap. 362, RSMo Commodity associations,
Chap. 275, RSMo Cooperative companies, Chap. 357, RSMo County
agricultural and mechanical societies, Chap. 262, RSMo County town and
farmers' mutual property insurance companies, Chap. 380, RSMo Credit
unions, Chap. 370, RSMo Fraternal benefit societies, Chap. 378, RSMo
Insurance companies other than life, Chap. 379, RSMo Life and accident
insurance companies, Chap. 376, RSMo Nonprofit cooperative associations,
Chap. 274, RSMo Railroad companies, Chap. 388, RSMo Religious and
charitable associations, Chap. 352, RSMo Rural electric cooperatives,
Chap. 394, RSMo Savings and loan associations, Chap. 369, RSMo Stipulated
premium plan life insurance companies, Chap. 377, RSMo Street railway
companies, Chap. 391, RSMo Telegraph and telephone companies, Chap. 392,
RSMo Union station companies, Chap. 388, RSMo

1. Any existing corporation heretofore organized for profit
under any special law of this state may accept the provisions of this
chapter and be entitled to all of the rights, privileges and benefits
provided by this chapter, as well as accepting the obligations and duties
imposed by this chapter, by filing with the secretary of state a
certificate of acceptance of this chapter, signed by its president and
secretary, duly authorized by its board of directors, and approved by the
affirmative vote of a majority of its outstanding shares.

*2. Any health services corporation organized as a not-for-profit
corporation pursuant to chapter 354, RSMo, that has complied with the
provisions of section 354.065, RSMo, may accept the provisions of this
chapter and be entitled to all of the rights, privileges and benefits
provided by this chapter, as well as accepting the obligations and duties
imposed by this chapter, by filing with the secretary of state a
certificate of acceptance of this chapter, signed by its president and
secretary, duly authorized by its board of directors, and approved by the
affirmative vote of a majority of its outstanding shares, if any.

3. The provisions of subsection 2 of this section shall expire and have
no force and effect on and after August 31, 2001. (L. 1943 p. 410 § 173,
A.L. 1998 S.B. 680, A.L. 1999 S.B. 1, et al., A.L. 2000 S.B. 896)

*Subsection 2 expires 8-31-01

1. Any street railroad corporation, telegraph and telephone
corporation, and booming and rafting corporation may be organized under
the provisions of this chapter; provided, that any such corporation
complies with all of the requirements of the applicable laws specially
providing for the incorporation of street railroads, telegraph and
telephone corporations, or booming and rafting corporations. Any railroad
corporation or union station hereafter incorporated under the provisions
of chapter 388, RSMo, may add to its articles of association such
statements as may be necessary to authorize any such corporation to issue
shares without par value.

2. Any corporation here incorporated under the laws of this state, other
than under the provisions of this chapter, will be subject to such of the
provisions of this chapter as is provided in subdivisions (1) and (3) of
section 351.690 with respect to existing corporations of the same type.
(L. 1943 p. 410 § 172)

CROSS REFERENCE: Railroad corporations, general provisions relative to
organization of, Chaps. 388, 389, RSMo

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. (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, RSMo 391.130 Railroad corporation may operate toll
bridge in connection with railroad bridge, RSMo 388.210 Toll bridge
control to vest in county upon expiration of charter of owner, RSMo
234.050 Toll bridges on highways, county commission may grant right to
build and operate, RSMo 234.160, 234.170

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. (RSMo
1939 § 5381, A.L. 1943 p. 410 § 166)

Prior revisions: 1929 § 4974; 1919 § 10184; 1909 § 3378

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. (RSMo 1939 § 5382, A.L. 1943 p. 410 § 166)

Prior revisions: 1929 § 4974; 1919 § 10184; 1909 § 3378

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, RSMo. (L. 1990 H.B. 1432,
A.L. 2003 S.B. 394, A.L. 2004 H.B. 1664)

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 annual report. (L. 1990 H.B. 1432)

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. (L. 1990 H.B. 1432, A.L. 1991 H.B. 219)

Effective 5-29-91

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. (L. 1990
H.B. 1432)

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. (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

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. (L. 1965
p. 532, A.L. 2004 H.B. 1664)

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. (L. 1990
H.B. 1432)

1. The articles of incorporation shall set forth:

(1) The name of the corporation;

(2) The address, including street and number, if any, of its initial
registered office in this state, and the name of its initial registered
agent at such address;

(3) If the aggregate number of shares which the corporation shall have
the authority to issue exceeds thirty thousand shares or the par value
exceeds thirty thousand dollars the corporation shall indicate the number
of shares of each class, if any, that are to have a par value and the par
value of each share of each such class, and the number of shares of each
class, if any, that are to be without par value and also a statement of
the preferences, qualifications, limitations, restrictions, and the
special or relative rights including convertible rights, if any, in
respect of the shares of each class;

(4) The name and physical business or residence address of each
incorporator;

(5) The number of years the corporation is to continue, which may be any
number or perpetual;

(6) The purposes for which the corporation is formed.

2. The articles of incorporation may set forth:

(1) The number of directors to constitute the board of directors;

(2) The extent if any to which the preemptive right of a shareholder to
acquire additional shares is limited or denied;

(3) If the incorporators, the directors pursuant to subsection 1 of
section 351.090 or the shareholders pursuant to subsection 2 of section
351.090 choose to do so, a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of a
director (a) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) for acts or omissions not in
subjective good faith or which involve intentional misconduct or a
knowing violation of law, (c) pursuant to section 351.345 or (d) for any
transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director
for any act or omission occurring prior to the date when such provision
becomes effective. On motion to dismiss, a person challenging the
applicability of such a provision shall plead facts challenging such
applicability with particularity, and there shall be no discovery until
such motion to dismiss has been determined. All references in this
subdivision to a director shall also be deemed to refer (e) to a member
of the governing body of a corporation which is not authorized to issue
capital stock and (f) to such other person or persons, if any, who,
pursuant to a provision of the articles of incorporation in accordance
with this chapter, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this
chapter;

(4) Any other provisions, not inconsistent with law, which the
incorporators, the directors pursuant to subsection 1 of section 351.090
or the shareholders pursuant to subsection 2 of section 351.090 may
choose to insert. (RSMo 1939 § 5538, A.L. 1943 p. 410 § 50, A.L. 1961 p.
248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 2000 S.B. 896, A.L. 2004
H.B. 1664)

Prior revisions: 1929 § 4933; 1919 § 10144; 1909 § 3339

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. (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)

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. (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)

Prior revisions: 1929 § 4539; 1919 § 9735; 1909 § 2976

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. (L. 1943 p. 410 § 52, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

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. (L. 1990
H.B. 1432)

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. (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

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, provided that the name of an incorporator
shall not be changed. Whether a provision is required or permitted in the
articles of incorporation is determined as of the effective date of the
amendment. (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)

1. At any time or times before the corporation has received any
payment for any of its shares, the board of directors may adopt
amendments to the articles of incorporation by executing a certificate of
amendment as provided in subsection 1 of section 351.095.

2. After the corporation has received any payment for any of its shares,
amendments to the articles of incorporation may be made only in the
following manner:

(1) The board of directors may adopt a resolution setting forth the
proposed amendment and directing that it be submitted to a vote at a
meeting of shareholders, which may be either an annual or a special
meeting, except that the proposed amendment need not be adopted by the
board of directors and may be directly submitted to any annual or special
meeting of shareholders.

(2) Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each shareholder of
record entitled to vote thereon within the time and in the manner
provided in section 351.230 for the giving of notice of meetings of
shareholders. If the meeting is an annual meeting, the proposed amendment
or summary shall, nevertheless, be included in the notice of the annual
meeting.

(3) At the meeting a vote of the shareholders entitled to vote thereon
shall be taken on the proposed amendment. Subject to subsections 3 and 6
of this section, the proposed amendment shall be adopted upon receiving
the affirmative vote of a majority of the outstanding shares entitled to
vote thereon, unless any class of shares is entitled to vote thereon as a
class, in which event the proposed amendment shall be adopted upon
receiving the affirmative vote of a majority of the outstanding shares of
each class of shares entitled to vote thereon as a class and of the total
shares entitled to vote thereon.

3. If the articles of incorporation or bylaws provide for cumulative
voting in the election of directors, the number of directors shall not be
decreased to less than three by amendment to the articles of
incorporation when the number of shares voting against the proposal for
decrease would be sufficient to elect a director if the shares were voted
cumulatively at an election of three directors. If the articles of
incorporation or bylaws do not provide for cumulative voting in the
election of directors, then the number of directors shall only be
decreased to less than three by amendment to the articles of
incorporation approved by the affirmative vote of a majority of the
outstanding shares entitled to vote on the amendment.

4. If any amendment made under section 351.085 effects a reduction of
stated capital, then the corporation making the amendment shall comply
with the applicable provisions of sections 351.195 and 351.200, as well
as the provisions of this section.

5. Any number of amendments may be submitted to the shareholders and
voted on by them at one meeting.

6. A proposed amendment which provides that section 351.407 does not
apply to control share acquisitions of shares of a corporation shall be
adopted upon receiving the affirmative vote of two-thirds of all
outstanding shares entitled to vote thereon, unless any class of shares
is entitled to vote thereon as a class, in which event the proposed
amendment shall be adopted upon receiving the affirmative vote of
two-thirds of the outstanding shares of each class of shares entitled to
vote thereon as a class and of the total shares entitled to vote thereon.
This subsection shall not affect or limit the right, power or authority
of any issuing public corporation to adopt any other amendment or to take
any other action in addition to an amendment providing for the
nonapplicability of section 351.407 to control share acquisitions of the
issuing public corporation pursuant to this section.

7. When a corporation has ten or fewer shareholders, cumulative voting
may be abolished only by an affirmative vote of the holders of at least
two-thirds of the outstanding shares. (L. 1943 p. 410 § 56, A.L. 1945 p.
696, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 1984
S.B. 409, A.L. 1989 S.B. 141, A.L. 2004 H.B. 1664)

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. (L. 1979
S.B. 216, A.L. 1983 S.B. 367, A.L. 1997 S.B. 197)

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. (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)

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. (L. 1943 p. 410 § 58, A.L. 1965 p. 532, A.L. 1975
S.B. 14)

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. (L. 1943 p. 410 § 59, A.L.
1983 S.B. 367)

A domestic corporation may at any time restate its articles of
incorporation as theretofore amended, in the following manner:

(1) The board of directors of the corporation may at any time adopt a
resolution setting forth restated articles of incorporation correctly
setting forth without change the corresponding provisions of the articles
of incorporation as theretofore amended and, upon the approval of a
majority of the directors, adopting the same on behalf of the corporation;

(2) Proposed restated articles of incorporation need not be adopted by
the directors and may be submitted directly to any annual or special
meeting of the shareholders. Written or printed notice stating that the
purpose, or one of the purposes, of the meeting is to consider the
restatement of the articles of incorporation shall be given to each
shareholder of record entitled to vote at the meeting within the time and
in the manner and upon the conditions provided in this chapter for the
giving of notice of meetings of shareholders. The proposed restated
articles of incorporation need not be included in the notice of the
meeting;

(3) If the restatement of the articles is proposed to be adopted by the
shareholders, such restated articles shall be adopted upon receiving the
affirmative vote of a majority of the outstanding shares entitled to
vote, but dissenting shareholders shall not have the rights provided for
in this chapter;

(4) Upon such approval, restated articles of incorporation shall be
executed by an officer of the corporation, and shall contain a statement
that the restated articles of incorporation correctly set forth without
change the corresponding provisions of the articles of incorporation as
theretofore amended, and that the restated articles of incorporation
supersede the original articles of incorporation and all amendments
thereto;

(5) The original copy of the restated articles of incorporation shall be
delivered to the secretary of state. If the secretary of state finds that
the restated articles of incorporation conform to this chapter he or she
shall, when the required taxes or fees have been paid, file the same, and
the original shall be retained by the secretary of state as a permanent
record;

(6) The secretary of state shall then issue a restated certificate of
incorporation under the seal of the state that the articles of
incorporation of the corporation as amended have been duly restated; the
certificate shall set forth the name of the corporation. The secretary of
state shall attach the certificate to the other copy of the restated
articles of incorporation so filed with him and shall deliver them to the
corporation or its representative;

(7) Upon the issuance of the restated certificate of incorporation by the
secretary of state, the restated articles of incorporation shall become
effective and shall supersede the original articles of incorporation and
all amendments. (L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367,
A.L. 2004 H.B. 1664)

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.
(L. 1965 p. 532, A.L. 2004 H.B. 1664, A.L. 2005 H.B. 678)

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, RSMo, chapter 358, RSMo, or
chapter 359, RSMo, or a name the exclusive right to which is, at the
time, reserved in the manner provided in this chapter, chapter 347, RSMo,
chapter 358, RSMo, or chapter 359, RSMo, 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. (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)

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. (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.

1. Every corporation organized pursuant to the laws of this
state, including corporations organized pursuant to or subject to this
chapter, and every foreign corporation licensed to do business in this
state, whether such license shall have been issued pursuant to this
chapter or not, other than corporations exempted from taxation by the
laws of this state, shall file an annual corporation registration report.

2. The annual corporate registration report shall state the corporate
name, the name of its registered agent and such agent's Missouri address,
giving street and number, or building and number, or both, as the case
may require, the name and correct business or residence address of its
officers and directors, and the mailing address of the corporation's
principal place of business or corporate headquarters.

3. The annual corporate registration report shall be due the month that
the corporation incorporated or qualified. Corporations existing prior to
July 1, 2003, shall file the annual registration report on the month
indicated on the corporation's last annual report. Corporations formed on
or after July 1, 2003, shall file an annual registration report within
thirty days of the date of incorporation or qualification and every year
thereafter in the month that they were incorporated or qualified.

4. The annual registration report shall be signed by an officer or
authorized person.

5. In the event of any error in the names and addresses of the officers
and directors set forth in an annual registration report, the corporation
may correct such information by filing a certificate of correction
pursuant to section 351.049.

6. A corporation may change the corporation's registered office or
registered agent with the filing of the corporation's annual registration
report. To change the corporation's registered agent with the filing of
the annual registration report, the corporation must include the new
registered agent's written consent to the appointment as registered agent
and a written consent stating that such change in registered agents was
authorized by resolution duly adopted by the board of directors. The
written consent must be signed by the new registered agent and must
include such agent's address. If the annual corporate registration report
is not completed correctly, the secretary of state may reject the filing
of such report.

7. A corporation's annual registration report must be filed in a format
as prescribed by the secretary of state. (RSMo 1939 § 5085, A.L. 1943 p.
410 § 114, A. 1949 H.B. 2079, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L.
1983 S.B. 367, A.L. 1986 H.B. 1436, A.L. 1989 H.B. 246, A.L. 1996 S.B.
835, A.L. 1999 H.B. 516, A.L. 2001 S.B. 288, A.L. 2002 S.B. 895, A.L.
2003 H.B. 600)

Prior revisions: 1929 § 4613; 1919 § 9807

Effective 7-1-03

Every corporation required to register under the provisions of
this chapter shall pay to the state a fee of forty dollars for its annual
registration if the report is filed in a written format. The fee is
fifteen dollars for each annual registration report filed via an
electronic format prescribed by the secretary of state. 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 corporation
shall forfeit its charter. (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)

Prior revisions: 1929 § 4617; 1919 § 9811

The secretary of state may collect an additional fee of five
dollars on each and every fee required in this chapter. 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,
2009. (L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288)

Effective 7-01-01 (S.B. 288) 8-28-01 (H.B. 453)

Expires 12-31-09

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, RSMo, 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, RSMo. (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 7-1-03

It shall be the duty of the secretary of state to send notice
that the annual 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
registration for the year preceding, as provided by law. The secretary of
state may provide a form of the annual corporate registration report for
filing in a format and medium prescribed by the secretary of state. (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)

Prior revisions: 1929 § 4624; 1919 § 9818

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. (RSMo
1939 § 5097, A.L. 1943 p. 410 § 123, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 4625; 1919 § 9819

It shall be the duty of the secretary of state to furnish forms
of annual corporate registration reports to any corporation upon request
to any representative of the corporation, but no such form of the annual
corporate registration report shall be furnished unless the name of the
corporation for which they are desired shall accompany the request. (RSMo
1939 § 5098, A.L. 1943 p. 410 § 124, A.L. 2002 S.B. 895)

Prior revisions: 1929 § 4626; 1919 § 9820

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. (L. 1990 H.B. 1432)

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. (L. 1943 p. 410 § 17, A.L. 1945 p. 696,
A.L. 1961 p. 248)

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. (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.

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. (L. 1943
p. 410 § 21)

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. (L. 1943 p. 410 § 14, A.L. 1975 S.B.
14, A.L. 1979 S.B. 216)

1. Every corporation may issue one or more classes of stock or
one or more series of stock within any class thereof, any or all of which
classes may be of stock with par value or stock without par value and
which classes or series may have such voting powers, full or limited, or
no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in
the articles of incorporation or any amendment thereto, or in the
resolution or resolutions providing for the issue of such stock adopted
by the board of directors pursuant to authority expressly vested in it by
the provisions of its articles of incorporation. Any of the voting
powers, designations, preferences, rights and qualifications, limitations
or restrictions of any such class or series of stock may be made
dependent upon facts ascertainable outside the articles of incorporation
or of any amendment thereto, or outside the resolution or resolutions
providing for the issue of such stock adopted by the board of directors
pursuant to authority expressly vested in it by its articles of
incorporation, provided that the manner in which such facts shall operate
upon the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of such class or series of
stock is clearly and expressly set forth in the articles of incorporation
or in the resolution or resolutions providing for the issue of such stock
adopted by the board of directors. The power to increase or decrease or
otherwise adjust the capital stock as provided in this chapter shall
apply to all or any such classes of stock.

2. (1) Subject to the provisions of section 351.200, the stock of any
class or series may be made subject to redemption by the corporation at
its option or at the option of the holders of such stock or upon the
happening of a specified event; provided, that at the time of such
redemption the corporation shall have outstanding shares of at least one
class or series of stock with full voting powers which shall not be
subject to redemption. Notwithstanding the limitation stated in the
foregoing provision:

(a) Any stock of a regulated investment company registered under the
Investment Company Act of 1940, as amended, may be made subject to
redemption by the corporation at its option or at the option of the
holders of such stock;

(b) Any stock of a corporation which holds, directly or indirectly, a
license, franchise, or contract from a governmental agency to conduct its
business or is a member of a national securities exchange, which license,
franchise, contract, or membership is conditioned upon some or all of the
holders of its stock possessing the prescribed qualifications, may be
made subject to redemption by the corporation to the extent necessary to
prevent the loss of such license, franchise or membership or to reinstate
it.

(2) Any stock which may be redeemable under this section may be redeemed
for cash, property or rights, including securities of the same or another
corporation, at such time or times, price or prices, or rate or rates,
and with such adjustments, as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors as hereinabove provided.

3. The holders of preferred or special stock of any class or of any
series thereof shall be entitled to receive dividends at such rates, on
such conditions and at such times as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors as hereinabove provided,
payable in preference to, or in such relation to, the dividends payable
on any other class or classes or of any other series of stock, and
cumulative or noncumulative as shall be so stated and expressed. When
dividends upon the preferred and special stocks, if any, to the extent of
the preference to which such stocks are entitled, have been paid or
declared and set apart for payment, a dividend on the remaining class or
classes or series of stock may then be paid out of the remaining assets
of the corporation available for dividends as is provided elsewhere in
this chapter.

4. The holders of the preferred or special stock of any class or of any
series thereof are entitled to such rights upon the dissolution of, or
upon any distribution of the assets of, the corporation as is stated in
the articles of incorporation or in the resolution or resolutions
providing for the issue of such stock adopted by the board of directors
as hereinabove provided.

5. Any stock of any class or of any series thereof may be made
convertible into, or exchangeable for, at the option of either the holder
or the corporation or upon the happening of a specified event, shares of
any other class or classes or any other series of the same or any other
class or classes of stock of the corporation, at such price or prices or
at such rate or rates of exchange and with such adjustments as is stated
in the articles of incorporation or in the resolution or resolutions
providing for the issue of such stock adopted by the board of directors
as hereinabove provided.

6. If any corporation is authorized to issue more than one class of stock
or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be
set forth in full or summarized on the face or back of the certificate
which the corporation issues to represent such class or series of stock
in the case of shares represented by a certificate; but, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation issues to represent such class or
series of stock a statement that the corporation will furnish without
charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. The
corporation shall also furnish such information upon request to holders
of uncertificated shares.

7. When any corporation desires to issue any shares of stock of any class
or of any series of any class of which the powers, designations,
preferences and relative, participating, optional or other rights, if
any, or the qualifications, limitations or restrictions thereof, if any,
have not been set forth in the articles of incorporation or in any
amendment thereto, but are provided for in a resolution or resolutions
adopted by the board of directors pursuant to authority expressly vested
in it by the provisions of the articles of incorporation or any amendment
thereto, a certificate of designations setting forth a copy of such
resolution or resolutions and the number of shares of stock of such class
or series as to which the resolution or resolutions apply shall be
executed by the president or any vice president and filed by the
corporation with the secretary of state. Unless otherwise provided in any
such resolution or resolutions, the number of shares of stock of any such
class or series to which such resolution or resolutions apply may be
increased, but not above the number of shares of the class authorized by
the articles of incorporation with respect to which the powers,
designations, preferences and rights have not been set forth, or
decreased, but not below the number of shares thereof then outstanding,
by a certificate likewise executed and filed setting forth a statement
that a specified increase or decrease therein had been authorized and
directed by a resolution or resolutions likewise adopted by the board of
directors. In case the number of such shares shall be decreased, the
number of shares so specified in the certificate shall resume their
status which they had prior to the adoption of the resolution or
resolutions creating such shares. When no shares of any such class or
series are outstanding, either because none were issued or because no
issued shares of any such class or series remain outstanding, a
certificate setting forth a resolution or resolutions adopted by the
board of directors that none of the authorized shares of such class or
series are outstanding, and that none will be issued subject to the
certificate of designations previously filed with respect to such class
or series, may be executed by the president or any vice president and
filed by the corporation with the secretary of state and, when such
certificate becomes effective, it shall have the effect of eliminating
from the articles of incorporation all reference to such class or series
of stock. When shares of stock of any class or of any series of any class
of which the powers, designations, preferences, and relative,
participating, optional or other rights, if any, or the qualifications,
limitations or restrictions thereof, if any, have not been set forth in
the articles of incorporation or in any amendment thereto, but are
provided in a resolution or resolutions adopted by the board of directors
pursuant to authority expressly vested in it by the provisions of the
articles of incorporation or any amendment thereto, the board of
directors may, by resolution or resolutions adopted by the board of
directors, amend the powers, designations, preferences and relative,
participating, optional or other rights, if any, or the qualifications,
limitations or restrictions thereof, if any, of any such class or series
by filing an amended certificate of designations setting forth a copy of
such resolution or resolutions, which shall include the terms and
conditions of such amendment, executed by the president or any vice
president and filed by the corporation with the secretary of state.
Provided, however, that if any shares of any such class or series shall
be issued and outstanding at the time of such filing, such amendment, if
it adversely affects the holders thereof, shall not become effective
unless as to any such class or series, a majority of the holders thereof,
or such greater vote as the articles of incorporation or any amendment
thereto require, adopts such amendment, and the certificate of
designations shall state that such approval has been obtained. When any
certificate is filed under this subsection, it shall have the effect of
amending the articles of incorporation and shall become effective as
provided in subsection 1 of section 351.105. (RSMo 1939 §§ 5359, 5543,
A.L. 1943 p. 410 § 12, A.L. 1975 S.B. 14, A.L. 1986 S.B. 565, A.L. 1995
H.B. 558, A.L. 1997 S.B. 197, A.L. 1998 S.B. 680, A.L. 2004 H.B. 1664,
A.L. 2005 H.B. 678)

Prior revision: 1929 § 5100

1. Subject to any provisions in the articles of incorporation,
every corporation may create and issue, whether or not in connection with
the issue and sale of any shares of stock or other securities of the
corporation, rights or options entitling the holders thereof to purchase
from the corporation any shares of its capital stock of any class or
classes, such rights or options to be evidenced by or in such instrument
or instruments as are approved by the board of directors, including
resolutions of such board. If at the time the corporation issues rights
or options, there is insufficient authorized and unissued shares to
provide the shares needed if and when the rights or options are
exercised, the granting of the rights or options shall not be invalid
solely by reason of the lack of sufficient authorized but unissued shares.

2. The terms upon which any such shares may be purchased from the
corporation upon the exercise of any such right or option shall be as
stated in the articles of incorporation, or in a resolution adopted by
the board of directors providing for the creation and issue of such
rights or options, and, in every case, shall be set forth or incorporated
by reference in any instrument or instruments evidencing such rights or
options. Such terms may include, but not be limited to:

(1) The duration of such rights or options, which may be limited or
unlimited;

(2) The price or prices at which any such shares may be purchased from
the corporation upon the exercise of any such right or option;

(3) The holders by whom such rights or options may be exercised;

(4) The conditions to or which may preclude or limit the exercise,
transfer or receipt of such rights or options, or which may invalidate or
void such rights or options, including without limitation conditions
based upon a specified number or percentage of outstanding shares,
rights, options, convertible securities, or obligations of the
corporation as to which any person or persons or their transferees own or
offer to acquire; and

(5) The conditions upon which such rights or options may be redeemed.

Such terms may be made dependent upon facts ascertainable outside the
documents evidencing the rights, or the resolution providing for the
issue of the rights or options adopted by the board of directors, if the
manner in which the facts shall operate upon the exercise of the rights
or options is clearly and expressly set forth in the document evidencing
the rights or options, or in the resolution. In the absence of actual
fraud in the transaction, the judgment of the directors as to the
consideration for the issuance of such rights or options and the
sufficiency thereof and the terms of such rights or options shall be
conclusive. In case the shares of stock of the corporation to be issued
upon the exercise of such rights or options shall be shares having a par
value, the price or prices so to be received therefor shall not be less
than the par value thereof. In case the shares of stock so to be issued
shall be shares of stock without par value, the consideration therefor
shall be determined in the manner provided in section 351.185. Nothing
contained in subsection 1 of section 351.180 shall be deemed to limit the
authority of the board of directors to determine, in its sole discretion,
the terms of the rights or options issuable pursuant to this section.

3. The board of directors may, by a resolution adopted by the board,
authorize one or more officers of the corporation to do one or both of
the following:

(1) Designate officers and employees of the corporation or of any of its
subsidiaries to be recipients of such rights or options created by the
corporation;

(2) Determine the number of such rights or options to be received by such
officers and employees;

provided, however, that the resolution so authorizing such officer or
officers shall specify the total number of rights or options such officer
or officers may so award. The board of directors may not authorize an
officer to designate himself or herself as a recipient of any such rights
or options. (L. 1986 S.B. 565, A.L. 1999 S.B. 278, A.L. 2003 S.B. 394,
A.L. 2005 H.B. 678)

1. Shares having a par value shall be issued for such
consideration not less than the par value thereof as shall be fixed from
time to time by the board of directors. Shares without par value may be
issued for such consideration as may be fixed from time to time by the
board of directors unless the articles of incorporation reserve to the
shareholders the right to fix the consideration. Shares of a corporation
issued and thereafter acquired by it may be disposed of by the
corporation for such consideration as may be fixed from time to time by
the directors. That part of the surplus of a corporation which is
transferred to stated capital upon the issuance of a share dividend shall
be deemed to be the consideration for the issuance of such shares.

2. In the event of the conversion or exchange of any issued shares, with
or without par value, into or for other shares of the corporation,
whether of the same or of a different class or classes and whether with
or without par value, the consideration for the shares so issued in such
conversion or exchange is deemed to be:

(1) The consideration originally received for the shares so converted or
exchanged, and

(2) That part of surplus, if any, transferred to stated capital upon the
issuance of shares for the shares so converted or exchanged, and

(3) Any additional consideration paid to the corporation upon the
issuance of shares for the shares so exchanged or converted. All shares
reacquired by a corporation as the result of their conversion into or
exchange for other shares of the corporation shall be deemed to be
retired and shall automatically become authorized and unissued shares of
the class to which they belong, unless the reissue thereof is prohibited
by the articles of incorporation, in which case the authorized shares of
such class shall be reduced to the extent of the shares so retired. The
amount of stated capital theretofore represented by the reacquired shares
shall automatically be transferred to the other shares into or for which
they were converted or exchanged, to the extent of the aggregate stated
capital represented by the other shares. If upon any conversion or
exchange the amount of stated capital theretofore represented by the
reacquired shares exceeds the total aggregate stated capital represented
by the other shares, the corporation may at any time reduce its stated
capital by an amount equal to any part or all of the excess by following
the procedures for reduction of stated capital set forth elsewhere in
this chapter.

3. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, the shares are full-paid and
nonassessable. In the absence of actual fraud in the transaction, the
judgment of the board of directors or the shareholders, as the case may
be, as to the value of the consideration received for shares shall be
conclusive. (L. 1943 p. 410 § 19, A.L. 1961 p. 248, A.L. 1977 S.B. 115)

(1960) Where director purchased treasury stock of the corporation for
twenty dollars a share and subsequently resold it for twenty-five dollars
a share upon sale ordered by the board of directors but which was not
advertised and of which no notice was given to other stockholders, sale
of the stock would be set aside, but the director should be reimbursed
for the amount paid to the corporation for his stock. Johnson v. Duensing
(A.), 340 S.W.2d 758.

(1966) In the absence of actual fraud in the sale of shares to officers
and key employees of corporation under stock option plan, the judgment of
the board of directors as to the value of the consideration received for
the shares will not be interfered with, Saigh v. Busch (Mo.), 403 S.W.2d
559.

(1996) When sections 351.410, 351.185 and 351.447, RSMo, are used in
conjunction for a merger, the more specific statute overrides the
general, and a vote is required. Kansas City Power & Light v. Western
Resources, 939 F.Supp. 688 (W.D. Mo.).

1. A corporation may determine that only a part of the
consideration for which its shares may be issued, from time to time,
shall be stated capital; provided, that in the event of any such
determination:

(1) If the shares issued shall consist wholly of shares having a par
value, then the stated capital represented by such shares shall be the
aggregate par value of the shares so issued;

(2) If the shares issued shall consist wholly of shares without par
value, all of which have a preferential right in the assets of the
corporation in the event of its involuntary liquidation, then the stated
capital represented by such shares shall not be less than the aggregate
preferential amount payable upon such shares in the event of involuntary
liquidation;

(3) If the shares issued consist wholly of 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, then the stated
capital represented by such shares shall be the total consideration
received therefor less such part thereof as may be allocated to paid-in
surplus;

(4) If the shares issued shall consist of several or all of the classes
of shares enumerated in subdivisions (1), (2) and (3) of this subsection,
then the stated capital represented by such shares shall not be less than
the aggregate par value of any shares so issued having a par value and
the aggregate preferential amount payable upon any shares so issued
without par value having a preferential right in the event of involuntary
liquidation.

2. In order to determine that only a part of the consideration for which
shares without par value may be issued from time to time shall be stated
capital, the board of directors shall adopt a resolution setting forth
the part of such consideration allocated to stated capital and the part
otherwise allocated, and expressing such allocation in dollars. If the
board of directors shall not have determined at the time of the issuance
of any shares issued for cash, or within sixty days after the issuance of
any shares issued for labor or services actually performed for the
corporation or issued for property other than cash, that only a part of
the consideration for shares so issued shall be stated capital, then the
stated capital of the corporation represented by such shares shall be an
amount equal to the aggregate par value of all such shares having a par
value, plus the consideration received from all such shares without par
value.

3. The stated capital of the corporation may be increased from time to
time by resolution of the board of directors directing that all or a part
of the surplus of the corporation be transferred to stated capital. The
board of directors may direct that the amount of the surplus so
transferred shall be deemed to be stated capital in respect of any
designated class of shares. (L. 1943 p. 410 § 20)

(1966) Reduction of nominal capitalization of corporation is regarded as
a fundamental change in corporation and in the absence of a specific
statute authorizing it, corporation may not reduce the number of its
authorized shares of stock in the sense of permanently retiring a portion
of them, and purchase of its own shares by corporation constitutes
reduction of its capital, at least if corporation has no surplus or if it
cancels and retires the stock. State v. Culley (Mo.), 399 S.W.2d 49.

1. The reduction of the stated capital of a corporation, whether
by retirement of reacquired shares or otherwise, may be made in the
following manner, but nothing contained in this section shall be
construed to forbid the retirement of shares or the reduction of stated
capital in any other manner permitted by this chapter:

(1) The board of directors may adopt a resolution setting forth the
amount of the proposed reduction and the manner in which the reduction
shall be effected, and directing that the question of the reduction be
submitted to a vote at a meeting of the shareholders, which may be either
an annual or a special meeting, except that such proposed reduction need
not be adopted by the board of directors and may be directly submitted to
any annual or special meeting of shareholders;

(2) Written or printed notice, stating that the purpose or one of the
purposes of such meeting is to consider the question of reducing the
stated capital of the corporation, shall be given to each shareholder of
record entitled to vote at such meeting within the time and in the manner
provided in this chapter for the giving of notice of meetings of
shareholders. If the meeting be an annual meeting, the purpose may be
included in the notice of the annual meeting;

(3) At the meeting a vote of the shareholders entitled to vote thereat
shall be taken on the question of the proposed reduction of stated
capital, which shall require for its adoption the affirmative vote of the
holders of at least two-thirds of the outstanding shares entitled to vote
at the meeting.

2. No reduction of stated capital shall be made which would reduce the
stated capital represented by shares without par value having a
preferential right in the assets of the corporation in the event of
involuntary liquidation to an amount less than the aggregate preferential
amount provided from time to time to be payable upon such shares in the
event of such involuntary liquidation.

3. The surplus, if any, created by or arising out of a reduction of the
stated capital of a corporation is paid-in surplus.

4. No distribution of assets to shareholders in connection with a
reduction of stated capital shall be made out of stated capital unless
the assets of the corporation remaining after the reduction of stated
capital shall be sufficient to pay any debts of the corporation, the
payment of which shall not have been otherwise provided for.

5. All shares retired under this or any other section shall become
authorized and unissued shares of the class to which they belong, unless
the reissue thereof is prohibited by the articles of incorporation, in
which case the authorized shares of such class should be reduced to the
extent of the shares so retired. (L. 1943 p. 410 § 60, 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)

1. Any corporation which has issued shares of any class of stock
may, subject to the provisions of its articles of incorporation, redeem
all or any part of such shares if subject to redemption under the
provisions of its articles of incorporation, or purchase all or any part
of such shares, but in the case of shares subject to redemption at not
exceeding the price or prices at which the shares may be redeemed, and
may by resolution of its board of directors apply to the redemption or
purchase an amount out of its stated capital not exceeding the amount of
stated capital represented by the shares so redeemed or purchased
whereupon the shares so redeemed or purchased out of stated capital are
deemed to be retired; but no such redemption or purchase shall be made
out of stated capital unless the assets of the corporation remaining
after such redemption or purchase are sufficient to pay any debts of the
corporation the payment of which has not been otherwise provided for.

2. Any corporation may also by resolution of its board of directors,
subject to the provisions of its articles of incorporation, redeem or
purchase all or any part of the shares of any class or series of stock
out of surplus, and may at any time by resolution of its board of
directors retire any shares so redeemed or purchased out of surplus or
acquired by the corporation in any other manner not covered by subsection
1 or 3 of this section.

3. Whenever any corporation reacquires any of its shares of any class or
series of stock upon the conversion or exchange of such shares into or
for other shares of the corporation, the reacquired shares shall be
deemed to be retired and the amount of stated capital theretofore
represented by the reacquired shares shall automatically be transferred
to such other shares to the extent of the aggregate stated capital
represented by such other shares. Whenever upon the conversion or
exchange of shares into or for other shares of the corporation the amount
of stated capital represented by the reacquired shares exceeds the total
aggregate stated capital represented by such other shares, the
corporation may at any time thereafter by resolution of its board of
directors reduce its stated capital by any amount not exceeding the
amount of such excess.

4. Whenever any stated capital is applied to the redemption or purchase
of shares of any class or series of stock pursuant to subsection 1 of
this section, any shares are retired pursuant to subsection 2 of this
section, or stated capital is reduced pursuant to subsection 3 of this
section, the stated capital of the corporation shall be reduced by the
amount represented by the shares redeemed or purchased of stated capital
pursuant to subsection 1 of this section, or shall be reduced by the
amount of the stated capital represented by the shares retired pursuant
to subsection 2 of this section, or shall be reduced by the amount
specified by the resolution of the board of directors adopted pursuant to
subsection 3 of this section. All shares retired by operation of
subsection 1, 2 or 3 of this section shall become authorized and unissued
shares of the class to which they belong, unless the reissue thereof is
prohibited by the articles of incorporation, in which case the authorized
shares of such class shall be reduced to the extent of the shares so
retired. (RSMo 1939 § 5360, A.L. 1943 p. 410 § 13, A.L. 1945 p. 696, A.L.
1961 p. 248, A.L. 1975 S.B. 14, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835,
A.L. 2004 H.B. 1664)

1. Any corporation which issued preferred shares prior to
November 21, 1943, the issued certificates evidencing which shares
contain no provision for redemption, and which corporation has no
provision in its articles of incorporation providing for the redemption
of such shares, may redeem all of such shares at the par or stated value
thereof plus, in the case of cumulative preferred shares, an amount equal
to all accrued and unpaid dividends thereon to the date of redemption;
provided, that the corporation shall proceed in the following manner:

(1) The board of directors may adopt a resolution recommending the
redemption and directing the submission of the resolution for approval or
rejection by a vote of all the shareholders of the corporation, each
share entitling the holder to one vote, whether by the terms of the
articles of incorporation the shareholder is entitled to vote or not, and
such vote may be at either an annual or a special meeting, except that
the proposed redemption need not be adopted by the board of directors and
may be directly submitted to any annual or special meeting of
shareholders;

(2) Written or printed notice stating that the purpose, or one of the
purposes, of the meeting is to consider and vote upon the adoption or
rejection of a resolution providing for the redemption of the preferred
shares shall be given to each shareholder of record within the time and
in the manner provided by this chapter for the giving of notice of
meetings of shareholders; if the meeting is an annual meeting, the
purpose shall, nevertheless, be included in the notice of the annual
meeting;

(3) At the meeting the shareholders may adopt the resolution for the
redemption of all of such preferred shares, and may authorize the board
of directors to fix the terms and conditions thereof. The authorization
shall require the affirmative vote of the holders of at least
three-fifths of the outstanding shares of the corporation. In the event
that the redemption of the preferred shares is authorized by a vote of
the shareholders of the corporation, any holder of a preferred share or
of preferred shares who did not vote in favor thereof, and who, at or
prior to the meeting at which the redemption was submitted to a vote of
the shareholders, shall file with the corporation written objections
thereto, may, within twenty days after the vote was taken, make written
demand on the corporation for the payment to him of the fair value of his
preferred shares as of the day prior to the date on which the vote was
taken authorizing the redemption. The demand shall state the number of
preferred shares owned by the dissenting shareholder. Any shareholder
failing to make demand within the twenty-day period shall be conclusively
presumed to have consented to the redemption of the preferred shares at
their par or stated value plus, in the case of cumulative preferred
shares, an amount equal to all accrued and unpaid dividends thereon to
the date of redemption, and shall be bound by the terms of the resolution.

2. If, within thirty days after the date on which the vote was taken, the
value of the preferred shares is agreed upon between the dissenting
shareholder and the corporation, the corporation shall make payment of
the agreed value within ninety days after the date on which the vote was
taken authorizing the redemption, upon the surrender of the certificate
or certificates representing the shares. Upon payment of the agreed
value, the dissenting shareholder shall cease to have any interest in the
shares.

3. If within the period of thirty days, the shareholder and the
corporation do not so agree, then the dissenting shareholder may, within
sixty days after the expiration of the thirty-day period, file a petition
in any court of competent jurisdiction within the county in which the
registered office of the corporation is situated, asking for a finding
and determination of the fair value of the shares, and shall be entitled
to judgment against the corporation for the amount of the fair value as
of the day prior to the day upon which the vote was taken, together with
interest thereon to the date of the judgment. The judgment shall be
payable only upon and simultaneously with the surrender to the
corporation of the certificate or certificates representing the shares.
Upon the payment of the judgment, the dissenting shareholder shall cease
to have any interest in the shares. Unless the dissenting shareholder
shall file the petition within the time limited, the shareholder and all
persons claiming under him shall be conclusively presumed to have
approved and ratified the resolution for redemption voted for by the
shareholders, as herein provided for, and shall be bound by the terms
thereof. (L. 1943 p. 410 § 13a, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

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 and
in the following manner:

(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;

(3) Each such distribution, when made, shall be identified as a
liquidating dividend and the amount per share shall be disclosed to the
shareholders receiving the same, concurrently with the payment thereof.

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. (L. 1943 p. 410 § 61, A.L. 1945 p. 696)

*Word "or" appears in original rolls.

1. Each corporation shall keep correct and complete books and
records of account, including the amount of its assets and liabilities,
minutes of the proceedings of its shareholders and board of directors,
and the names and business or residence addresses of its officers; and it
shall keep at its registered office or principal place of business in
this state, or at the office of its transfer agent in this state, if any,
books and records in which shall be recorded the number of shares
subscribed, the names of the owners of the shares, the numbers owned by
them respectively, the amount of shares paid, and by whom, and the
transfer of such shares with the date of transfer. Each shareholder may
at all proper times have access to the books of the company, to examine
the same, and under such regulations as may be prescribed by the bylaws.
Any written demand by an acquiring person to examine the books and
records of account of each issuing public corporation for the purpose of
communicating with the shareholders of an issuing public corporation in
connection with a meeting of shareholders called pursuant to section
351.407 shall be deemed to have been made by a shareholder of the issuing
public corporation for a reasonable and proper purpose.

2. If any officer of a corporation having charge of the books of the
corporation shall, upon the demand of a shareholder, refuse or neglect to
exhibit and submit them to examination, the officer shall, for each
offense, forfeit the sum of two hundred and fifty dollars. (L. 1943 p.
410 § 48, A.L. 1979 S.B. 216, A.L. 1984 S.B. 409, A.L. 1996 S.B. 835)

(1956) Right of stockholder and director to inspect books of corporation
and to make abstracts and memoranda therefrom discussed and defined.
State ex rel. Watkins v. Cassell (A.), 294 S.W.2d 647.

(1956) Forfeiture under § 351.215 for refusal of officer of corporation
to permit stockholder's inspection books held not subject to section 7,
Art. IX of the Constitution but affords a right of action in favor of the
stockholder. State ex rel. Watkins v. Cassell (A.), 294 S.W.2d 647.

(1958) Appointment of attorney and agent by minor stockholder to act for
her in requesting corporate record inspection privilege held void. State
ex rel. Dyer v. Union Electric Co. (A.), 309 S.W.2d 649.

(1958) Court did not err in denying plaintiff's claim as his daughter's
natural guardian, under provisions of § 475.025 as it existed before
reenactment in 1957, to forfeitures provided for in this section, since
as to the stock plaintiff had no rights as natural guardian and upon
determination of equitable issues adversely to plaintiff the court had no
jurisdiction to render a judgment for plaintiff as to the forfeitures.
Dyer v. Union Electric Co. (A.), 318 S.W.2d 401.

(1961) Stockholder had right to inspect books and documents of
corporation and writ of mandamus issued to enforce right as to certain
specified documents. State v. Ralston Purina Company (A.), 343 S.W.2d 631.

(1962) On transfer to supreme court judgment of trial court, quashing
alternative writ, affirmed. Records and documents sought to be inspected
were tentative studies prepared solely for information of management and
were in nature of confidential inter-office communications and not
"books" within meaning of statute. State v. Ralston Purina Company (Mo.),
358 S.W.2d 772.

(1971) Stockholder may have examination of books of corporation made by
his attorney solely without stockholder being personally present. State
ex rel. Armonette v. C. & R. Heating & Serv. Co. (A.), 475 S.W.2d 409.

(2002) Section does not expressly or implicitly abrogate common law right
of inspection. State ex rel. Brown v. III Investments, 80 S.W.3d 855
(Mo.App. W.D.).

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. (L. 1943 p. 410 § 43, A.L.
1945 p. 696, A.L. 2001 S.B. 288)

Effective 7-1-01

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. 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. (L. 1943 p. 410 § 27, A.L. 1986
S.B. 565)

Effective 5-6-86

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. (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)

Effective 5-29-91

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. (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.

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." (RSMo 1939
§ 5002, A.L. 1943 p. 410 § 30)

Prior revisions: 1929 § 4531; 1919 § 9727; 1909 § 2968

1. Unless otherwise provided in the articles of incorporation,
each outstanding share entitled to vote under the provisions of the
articles of incorporation shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders. If the articles of
incorporation provide for more or less than one vote for any share on any
matter, every reference in this chapter to a vote by a majority or other
proportion of stock shall refer to such majority or other proportion of
the votes of such stock.

2. No person shall vote any shares which at that time belong to the
corporation which issued such shares, or which at that time belong to an
entity controlled by such corporation. For this purpose, the corporation
controls any entity as to which such corporation either:

(1) Directly or indirectly owns a majority, measured by voting power, of
the outstanding stock or other equity interests entitled to vote for the
directors or managers of such entity; or

(2) In the case of a partnership or a member-managed limited liability
company, directly or indirectly owns a majority of the equity interests
and also is a member or a general partner.

In addition, no such shares shall be counted as outstanding for quorum
purposes. Nothing in this subsection shall be construed as denying or
limiting the right of any corporation or entity to vote shares of stock
held by it in a fiduciary capacity.

3. Unless the articles of incorporation or bylaws provide otherwise, each
shareholder in electing directors shall have the right to cast as many
votes in the aggregate as shall equal the number of votes held by the
shareholder in the corporation, multiplied by the number of directors to
be elected at the election, and each shareholder may cast the whole
number of votes, either in person or by proxy, for one candidate, or
distribute them among two or more candidates.

4. A shareholder may vote either in person or by proxy. No proxy shall be
valid after eleven months from the date of its execution, unless
otherwise provided in the proxy. Any proxy delivered for or in connection
with the shareholder authorization of a control share acquisition
pursuant to section 351.407 is valid only if it provides that it is
revocable and if it is solicited, appointed, and received both (a) in
accordance with all applicable legal requirements and (b) separate and
apart from the sale or purchase, contract or tender for sale or purchase,
or request or invitation for tender for sale or purchase, of shares of
the issuing public corporation. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only so long
as, it is coupled with an interest sufficient in law to support an
irrevocable power of attorney; except that, as provided in this
subsection proxies appointed for or in connection with the shareholder
authorization of a control share acquisition pursuant to section 351.407
shall be revocable at all times prior to the obtaining of such
shareholder authorization, whether or not coupled with an interest. The
interest with which it is coupled need not be an interest in the shares
themselves, but it may be such an interest or an interest in the
corporation generally.

5. Without limiting the manner in which a shareholder may authorize a
person to act for the shareholder as proxy pursuant to this section, the
following shall constitute a valid means by which a shareholder may grant
such authority:

(1) A shareholder or the shareholder's duly authorized attorney-in- fact
may execute a writing authorizing another person to act for the
shareholder as proxy. Execution may be accomplished by the shareholder or
duly authorized attorney-in-fact signing such writing or causing the
shareholder's signature to be affixed to such writing by any reasonable
means, including, but not limited to, facsimile signature;

(2) A shareholder may authorize another person to act for the shareholder
as proxy by transmitting or authorizing the transmission of a telegram,
cablegram, facsimile or other means of electronic transmission, or by
telephone, to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or like agent
duly authorized by the person who will be the holder of the proxy to
receive such transmission, provided that any such telegram, cablegram,
facsimile or other means of electronic transmission, or telephonic
transmission shall either set forth or be submitted with information from
which it can be determined that the telegram, cablegram, facsimile or
other electronic transmission, or telephonic transmission was authorized
by the shareholder. If it is determined that such telegrams, cablegrams,
facsimiles or other electronic transmissions, or telephonic transmissions
are valid, the inspectors or, if there are no inspectors, such other
persons making such determination shall specify the information upon
which they relied. "Electronic transmission" shall mean 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. (RSMo 1939 §§ 5004, 5007, A.L. 1943 p. 410 § 31, A.L.
1977 S.B. 115, A.L. 1984 S.B. 409, A.L. 1986 S.B. 565, A.L. 1989 S.B.
141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 1998 S.B. 680, A.L.
1999 S.B. 278, A.L. 2000 S.B. 896)

Prior revisions: 1929 §§ 4533, 4536; 1919 §§ 9729, 9732; 1909 §§ 2970,
2973

CROSS REFERENCE: Cumulative voting authorized, alternative methods may be
provided by law, exceptions, Const. Art. XI § 6

(1963) Provisions in articles of incorporation of general business
corporations providing for the issuance of two classes of common stock,
one with voting rights and one without, were not invalid as being in
violation of this section or against public policy. Shapiro v. Tropicana
Lanes, Inc. (Mo.), 371 S.W.2d 237.

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. (L. 1965 p. 532)

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. (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

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. (L. 1943 p. 410 § 35)

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. (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

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. (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)

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.
(L. 1957 p. 312 § 351.266, A.L. 1996 H.B. 1440)

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. (L. 1996 S.B. 835, A.L. 2001 S.B. 288, A.L. 2003 S.B. 394)

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. (L.
1943 p. 410 § 168, A.L. 1975 S.B. 14)

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. (L. 1965 p. 532)

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. (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.

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. (RSMo 1939 § 5048, A.L. 1943 p. 410 § 15)

Prior revisions: 1929 § 4572; 1919 § 9764; 1909 § 3004

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. (RSMo 1939 § 5049, A.L. 1943 p. 410 § 16)

Prior revisions: 1929 § 4573; 1919 § 9765; 1909 § 3005

1. The power to make, alter, amend, or repeal the bylaws of the
corporation shall be vested in the shareholders, unless and to the extent
that such power may be vested in the board of directors by the articles
of incorporation; provided, however, that the original bylaws of a
corporation may be adopted by the directors. The bylaws may contain any
provisions for the regulation and management of the affairs of the
corporation not inconsistent with law or the articles of incorporation.

2. The board of directors of any corporation may adopt emergency bylaws,
subject to repeal or change by action of the shareholders or directors as
may be provided in the articles of incorporation which shall,
notwithstanding any different provision elsewhere in this chapter or in
the articles of incorporation or bylaws, be operative during any
emergency resulting from an attack on the United States or any nuclear or
atomic disaster. The emergency bylaws may make any provision that may be
practical and necessary for the circumstances of the emergency, including
provisions that:

(1) A meeting of the board of directors may be called by any officer or
director in such manner and under such conditions as shall be prescribed
in the emergency bylaws;

(2) The director or directors in attendance at the meeting, or any
greater number fixed by the emergency bylaws, shall constitute a quorum;
and

(3) The officers or other persons designated on a list approved by the
board of directors before the emergency, all in such order of priority
and subject to such conditions and for such period of time (not longer
than reasonably necessary after the termination of the emergency) as may
be provided in the emergency bylaws or in the resolution approving the
list, shall, to the extent required to provide a quorum at any meeting of
the board of directors, be deemed directors for such meeting.

3. The board of directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging
their duties.

4. The board of directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate
several alternative head offices or regional offices, or authorize the
officers so to do.

5. No officer, director, or employee acting in accordance with any
emergency bylaws shall be liable except for willful misconduct.

6. To the extent not inconsistent with any emergency bylaws so adopted,
the bylaws of the corporation shall remain in effect during any emergency
and upon its termination the emergency bylaws shall cease to be operative.

7. Unless otherwise provided in emergency bylaws, notice of any meeting
of the board of directors during such an emergency may be given only to
such of the directors as it may be feasible to reach at the time and by
such means as may be feasible at the time, including publication or radio.

8. To the extent required to constitute a quorum at any meeting of the
board of directors during such an emergency, the officers of the
corporation who are present shall, unless otherwise provided in emergency
bylaws, be deemed, in order of rank and within the same rank in order of
seniority, directors for such meeting. (L. 1943 p. 410 § 26, A.L. 1965 p.
532, A.L. 1975 S.B. 14)

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 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. (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)

Prior revision: 1929 § 5106

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. (L. 1943 p. 410 § 23, A.L. 1975 S.B. 14, A.L. 2000 S.B. 896)

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. (L. 1943 p. 410 § 25)

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. (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.

1. A board of directors shall consist of one or more individuals
with the number specified or fixed in accordance with the articles of
incorporation or bylaws. Any corporation may elect its directors for one
or more years, not to exceed three years, the time of service and mode of
classification to be provided for by the articles of incorporation or the
bylaws of the corporation; but, there shall be an annual election for
such number or proportion of directors as may be found upon dividing the
entire number of directors by the number of years composing a term. At
the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders entitled to vote shall elect directors to
hold office until the next succeeding annual meeting, except as herein
provided. Each director shall hold office for the term for which he is
elected or until his successor shall have been elected and qualified.

2. The articles of incorporation may confer upon holders of any class or
series of stock the right to elect one or more directors who shall serve
for such term and shall have such voting powers as shall be stated in the
articles of incorporation. The terms of office and voting powers of the
directors elected in the manner so provided in the articles of
incorporation may be greater than or less than those of any other
director or class of directors. If the articles of incorporation provide
that directors elected by the holders of a class or series of stock shall
have more or less than one vote per director on any matter, every
reference in this chapter to a majority or other proportion of directors
shall refer to a majority or other proportion of the votes such directors
are entitled to cast.

3. At a meeting called expressly for that purpose, directors may be
removed in the manner provided in this section. Such meeting shall be
held at the registered office or principal business office of the
corporation in this state or in the city or county in this state in which
the principal business office of the corporation is located. Unless the
articles of incorporation or the bylaws provide otherwise, one or more
directors or the entire board of directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors. If the articles of
incorporation or bylaws provide for cumulative voting in the election of
directors, if less than the entire board is to be removed, no one of the
directors may be removed if the votes cast against such director's
removal would be sufficient to elect such director if then cumulatively
voted at an election of the entire board of directors, or, if there be
classes of directors, at an election of the class of directors of which
such director is a part. Whenever the holders of the shares of any class
are entitled to elect one or more directors by the provisions of the
articles of incorporation, the provisions of this section shall apply, in
respect of the removal of a director or directors so elected, to the vote
of the holders of the outstanding shares of that class and not to the
vote of the outstanding shares as a whole. (RSMo 1939 § 5346, A.L. 1943
p. 410 § 37, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115,
A.L. 1986 S.B. 565, A.L. 1989 S.B. 141, A.L. 2003 S.B. 394, A.L. 2004
H.B. 1664)

Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347

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. (L.
1983 S.B. 367)

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. (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

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. (L. 1959 H.B. 88, A.L. 1997
S.B. 197, A.L. 1999 S.B. 278)

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. (RSMo 1939 § 5033, A.L. 1943 p. 410 § 39, A.L. 1979 S.B. 216)

Prior revisions: 1929 § 4558; 1919 § 9752; 1909 § 2992

1. No contract or transaction between a corporation and one or
more of its directors or officers, or between a corporation and any other
corporation, partnership, association, or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in
the meeting of the board or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted
for such purpose, if:

(1) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the board of
directors or committee, and the board of directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the shareholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair as to the corporation as of the
time it is authorized or approved by the board of directors, a committee
thereof, or the shareholders.

2. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or a
committee which authorizes the contract or transaction.

3. Unless otherwise provided in the articles of incorporation or the
bylaws, the setting of the compensation of directors for services in any
capacity by the board of directors pursuant to section 351.310 shall not
be deemed to involve a conflict of interest.

4. The intent of this section is not only to provide against the voiding
or voidability of a contract or transaction, but rather to set forth as
well the substantive law on the methods by which a conflict transaction
may be regularized to become an arms length transaction. (L. 1983 S.B.
367, A.L. 1998 S.B. 680)

If the bylaws so provide, the board of directors, by resolution
adopted by a majority of the whole board, may designate two or more
directors to constitute a committee. Each such committee, to the extent
provided in the resolution or in the bylaws of the corporation, shall
have and exercise all of the authority of the board of directors in the
management of the corporation; but the designation of such committee and
the delegation thereto of authority shall not operate to relieve the
board of directors, or any member thereof, of any responsibility imposed
upon it or him by this chapter. (L. 1943 p. 410 § 40, A.L. 1983 S.B. 367)

Unless otherwise provided in the articles of incorporation or
bylaws of the corporation, (1) meetings of the board of directors or of
any committee designated by the board of directors may be held at any
place either within or without this state, and (2) members of the board
of directors or of any committee designated by the board of directors may
participate in a meeting of the board or committee by means of conference
telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation in a
meeting in this manner shall constitute presence in person at the
meeting. (RSMo 1939 § 5033, A.L. 1943 p. 410 § 41, A.L. 1975 S.B. 14)

Prior revisions: 1929 § 4558; 1919 § 9752; 1909 § 2992

1. Regular meetings of the board of directors may be held with
or without notice as the bylaws may prescribe. Special meetings of the
board of directors shall be held upon such notice as the bylaws may
prescribe. Attendance of a director at any meeting shall constitute a
waiver of notice of the meeting except where a director attends a meeting
for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular meeting of
the board of directors need be specified in the notice or waiver of
notice of the meeting.

2. Any action which is required to be or may be taken at a meeting of the
directors, or of the executive committee or any other committee of the
directors, may be taken without a meeting if consents in writing, setting
forth the action so taken, are signed by all of the members of the board
or of the committee as the case may be. The consents shall have the same
force and effect as a unanimous vote at a meeting duly held, and may be
stated as such in any certificate or document filed under this chapter.
The secretary shall file the consents with the minutes of the meetings of
the board of directors or of the committee as the case may be. (L. 1943
p. 410 § 42, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115)

In addition to any other liabilities imposed by law upon
directors of a corporation, the directors of a corporation who shall
knowingly declare and pay any dividend except as permitted by and in
accordance with the provisions of sections 351.210 and 351.220, and
except, with respect to liquidating dividends, as permitted by, and in
accordance with the provisions of this chapter in connection with
reduction of stated capital or with dissolution, shall be jointly and
severally liable for all the debts of the corporation then existing, and
for all that shall be thereafter contracted as long as they shall
respectively continue in office; provided, that the amount for which they
shall be liable shall not exceed the amount of such dividend, and that if
any of the directors shall be absent at the time of making the dividend,
or shall object thereto, and shall file their objection, in writing, with
the secretary of the corporation, they shall be exempted from said
liability; and further provided that a director shall be fully protected
in relying in good faith upon the books of account of the corporation or
statements prepared by any of its officials as to the value and amount of
the assets, liabilities and earnings of the corporation, or any other
facts pertinent to the existence and amount of surplus or other funds
from which dividends might properly be declared and paid. (RSMo 1939 §§
5045, 5347, A.L. 1943 p. 410 § 44)

Prior revisions: 1929 §§ 4569, 4942; 1919 §§ 9761, 10153; 1909 §§ 3002,
3348

1. In exercising its business judgment concerning any
acquisition proposal, as defined in subsection 2 of this section, the
board of directors of the corporation may consider the following factors,
among others:

(1) The consideration being offered in the acquisition proposal in
relation to the board's estimate of:

(a) The current value of the corporation in a freely negotiated sale of
either the corporation by merger, consolidation or otherwise, or all or
substantially all of the corporation's assets;

(b) The current value of the corporation if orderly liquidated;

(c) The future value of the corporation over a period of years as an
independent entity discounted to current value;

(2) Then existing political, economic and other factors bearing on
security prices generally or the current market value of the
corporation's securities in particular;

(3) Whether the acquisition proposal might violate federal, state or
local laws;

(4) Social, legal and economic effects on employees, suppliers, customers
and others having similar relationships with the corporation, and the
communities in which the corporation conducts its businesses;

(5) The financial condition and earning prospects of the person making
the acquisition proposal including the person's ability to service its
debt and other existing or likely financial obligations;

(6) The competence, experience and integrity of the person making the
acquisition proposal.

2. "Acquisition proposal" means any proposal of any person:

(1) For a tender offer, exchange offer, or other comparable offer for any
equity security of the corporation;

(2) To merge or consolidate the corporation with another corporation; or

(3) To purchase or otherwise acquire all or a substantial part of the
assets of the corporation.

3. Nothing in this section shall require any director or corporation to
respond to any particular acquisition proposal nor preclude directors, in
exercising their business judgment in other contexts, from considering
factors such as those enumerated in subsection 1 of this section. (L.
1986 S.B. 565, A.L. 1989 S.B. 141)

1. A corporation created under the laws of this state may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the corporation, by reason of
the fact that he or she is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit, or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

2. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees,
and amounts paid in settlement actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he or
she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation; except
that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.

3. Except as otherwise provided in the articles of incorporation or the
bylaws, to the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in subsections 1 and 2 of
this section, or in defense of any claim, issue or matter therein, he or
she shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the action,
suit, or proceeding.

4. Any indemnification under subsections 1 and 2 of this section, unless
ordered by a court, shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
this section. The determination shall be made by the board of directors
by a majority vote of a quorum consisting of directors who were not
parties to the action, suit, or proceeding, or if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
shareholders.

5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of the action, suit, or proceeding as authorized by the board
of directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this section.

6. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may
be entitled under the articles of incorporation or bylaws or any
agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.

7. A corporation created under the laws of this state shall have the
power to give any further indemnity, in addition to the indemnity
authorized or contemplated under other subsections of this section,
including subsection 6, to any person who is or was a director, officer,
employee or agent, or to any person who is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
provided such further indemnity is either (i) authorized, directed, or
provided for in the articles of incorporation of the corporation or any
duly adopted amendment thereof or (ii) is authorized, directed, or
provided for in any bylaw or agreement of the corporation which has been
adopted by a vote of the shareholders of the corporation, and provided
further that no such indemnity shall indemnify any person from or on
account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
Nothing in this subsection shall be deemed to limit the power of the
corporation under subsection 6 of this section to enact bylaws or to
enter into agreements without shareholder adoption of the same.

8. The corporation may purchase and maintain insurance or another
arrangement on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this section. Without
limiting the power of the corporation to procure or maintain any kind of
insurance or other arrangement the corporation may for the benefit of
persons indemnified by the corporation create a trust fund, establish any
form of self insurance, secure its indemnity obligation by grant of a
security interest or other lien on the assets of the corporation, or
establish a letter of credit, guaranty, or surety arrangement. The
insurance or other arrangement may be procured, maintained, or
established within the corporation or with any insurer or other person
deemed appropriate by the board of directors regardless of whether all or
part of the stock or other securities of the insurer or other person are
owned in whole or in part by the corporation. In the absence of fraud the
judgment of the board of directors as to the terms and conditions of the
insurance or other arrangement and the identity of the insurer or other
person participating in an arrangement shall be conclusive and the
insurance or arrangement shall not be voidable and shall not subject the
directors approving the insurance or arrangement to liability on any
ground regardless of whether directors participating in the approval are
beneficiaries of the insurance arrangement.

9. Any provision of this chapter to the contrary notwithstanding, the
provisions of this section shall apply to all existing and new domestic
corporations, including but not limited to banks, trust companies,
insurance companies, building and loan associations, savings bank and
safe deposit companies, mortgage loan companies, corporations formed for
benevolent, religious, scientific or educational purposes and nonprofit
corporations.

10. For the purpose of this section, references to "the corporation"
include all constituent corporations absorbed in a consolidation or
merger as well as the resulting or surviving corporation so that any
person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this
section with respect to the resulting or surviving corporation as he or
she would if he or she had served the resulting or surviving corporation
in the same capacity.

11. For purposes of this section, the term "other enterprise" shall
include employee benefit plans; the term "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
the term "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and
in a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this section. (L. 1949 p. 242 § 45a,
A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 1986
S.B. 565, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1664)

(1960) In action to set aside sale of treasury stock of corporation by
board of directors to one of the directors without notifying other
stockholders, where the minority stockholder was successful his expenses
and attorney fees would be awarded against the corporation. Johnson v.
Duensing (A.), 340 S.W.2d 758.

1. Every corporation organized under this chapter shall have a
president and a secretary, who shall be chosen by the directors, and such
other officers and agents as shall be prescribed by the bylaws of the
corporation. Unless the articles of incorporation or bylaws otherwise
provide, any two or more offices may be held by the same person.

2. All officers and agents of the corporation, as between themselves and
the corporation, shall have such authority and perform such duties in the
management of the property and affairs of the corporation as may be
provided in the bylaws, or, in the absence of such provision, as may be
determined by resolution of the board of directors.

3. Any act required or permitted by any of the provisions of this chapter
to be done by the president of the corporation may be done instead by the
chairman of the board of directors, if any, of the corporation if the
chairman of the board has previously been designated by the board of
directors or in the bylaws to be the chief executive officer of the
corporation, or to have the powers of the chief executive officer
coextensively with the president, and such designation has been filed in
writing with the secretary of state and such notice attested to by the
secretary of the corporation. (RSMo 1939 § 5008, A.L. 1943 p. 410 § 46,
A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977 S.B. 115, A.L. 1979 S.B.
216)

Prior revisions: 1929 § 4537; 1919 § 9733; 1909 § 2974

Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its
judgment the best interests of the corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. (L. 1943 p. 410 § 47)

1. Each corporation shall have and continuously maintain in this
state:

(1) A registered office which may be, but need not be, the same as its
place of business;

(2) A registered agent, which agent may be either an individual, resident
in this state, whose business office is identical with such registered
office, or a corporation authorized to transact business in this state
having a business office identical with such registered office.

2. The address, including street and number, if any, of the initial
registered office, and the name of the initial registered agent of each
corporation organized under this chapter shall be stated in its articles
of incorporation. (L. 1943 p. 410 § 9)

1. A corporation may from time to time change the address of its
registered office. A corporation shall change its registered agent if the
office of registered agent shall become vacant for any reason, if its
registered agent becomes disqualified or incapacitated to act, or if the
corporation revokes the appointment of its registered agent. A
corporation may change the address of its registered office or change its
registered agent, or both, by filing in the office of the secretary of
state a statement setting forth:

(1) The name of the corporation;

(2) The address, including street and number, if any, of its then
registered office;

(3) If the address of its registered office be changed, the address,
including street and number, if any, to which the registered office is to
be changed;

(4) The name of its then registered agent;

(5) If its registered agent be changed, the name of its successor
registered agent and the successor registered agent's written consent to
the appointment either on the statement or attached thereto;

(6) That the address of its registered office and the address of the
business office of its registered agent, as changed, will be identical;

(7) That such change was authorized by resolution duly adopted by the
board of directors.

2. The change of address of the registered office, or the change of the
registered agent, or both, as the case may be, shall become effective
upon the filing of such statements by the secretary of state. The
location or residence of any corporation shall be deemed for all purposes
to be in the county where its registered office is maintained.

3. If a registered agent changes the street address of his business
office, he may change the street address of the registered office of any
corporation for which he is the registered agent by notifying the
corporation in writing of the change and signing, either manually or in
facsimile, and delivering to the secretary of state for filing a
statement of change that complies with the requirements of subdivisions
(1) to (6) of subsection 1 of this section and recites that the
corporation has been notified of the change. The change of address of the
registered office shall become effective upon the filing of the statement
to the secretary of state. (L. 1943 p. 410 § 10, A.L. 1965 p. 532, A.L.
1977 S.B. 115, A.L. 1983 S.B. 367, A.L. 1998 S.B. 844)

(1960) Venue in a suit against a foreign insurance company and an
individual is governed by § 508.010 which provides that when there are
several defendants and they reside in different counties, suit may be
brought in any such county. Section 351.375 has no application to foreign
insurance companies. State ex rel. Stamm v. Mayfield (Mo.), 340 S.W.2d
631.

(1962) Where individual and foreign business corporation were joined as
co-defendants in action brought in Jackson County, venue was improper
only as to individual defendant, a resident of Franklin County, since the
corporation maintained its registered office and registered agent in St.
Louis City although it maintained a general business office in Kansas
City and did not object to venue. State v. Jensen (Mo.), 359 S.W.2d 343.

Any registered agent of a corporation may resign as such agent
upon filing a written notice thereof, executed in duplicate, with the
secretary of state, who shall forthwith mail the copy thereof to any
officer of the corporation at his address as last known to the secretary
of state, other than such registered office. Such resignation shall
become effective upon the expiration of thirty days after receipt of such
notice by the secretary of state. (L. 1965 p. 532)

1. The registered agent so appointed by a corporation shall be
an agent of such corporation upon whom any process, notice, or demand
required or permitted by law to be served upon a corporation may be
served. In the event that a corporation shall fail to appoint or maintain
a registered agent in this state, then the secretary of state as long as
such default exists shall be automatically appointed as an agent of such
corporation upon whom any process, notice, or demand required or
permitted by law to be served upon the corporation may be served. Service
on the secretary of state of any process, notice or demand against a
corporation shall be made by delivering to and leaving with him, or with
any clerk having charge of the corporation department of his office, a
copy of such process, notice or demand. In the event that any process,
notice, or demand is served on the secretary of state, he shall
immediately cause a copy thereof to be forwarded by registered mail,
addressed to the corporation at its registered office in this state.

2. Nothing herein contained shall limit or affect the right to serve any
process, notice, or demand required or permitted by law to be served upon
a corporation in any other manner now or hereafter permitted by law.

3. The secretary of state shall keep a record of all processes, notices,
and demands served upon him under this section, and shall record therein
the time of such service and his action with reference thereto. (L. 1943
p. 410 § 11)

Each corporation shall have power:

(1) To have succession by its corporate name for the period limited in
its articles of incorporation or perpetually where there is no such
limitations;

(2) To sue and be sued, complain and defend in any court of law or equity;

(3) To have a corporate seal which may be altered at pleasure and to use
the same by causing it or a facsimile thereof to be impressed or affixed
or in any manner reproduced;

(4) To purchase, take, receive, lease, or otherwise acquire, own, hold,
improve, use and otherwise deal in, sell, convey, mortgage, pledge,
lease, exchange, transfer and otherwise dispose of all or any part of its
real or personal property, or any interest therein, or other assets,
wherever situated; and to hold for any period of time, real estate
acquired in payment of a debt, by foreclosure or otherwise, or real
estate exchanged therefor;

(5) To be a general or limited partner;

(6) To purchase, take, receive, subscribe for, or otherwise acquire, own,
hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise
dispose of, and otherwise use and deal in and with, shares or other
interests in, or obligations of, other domestic or foreign corporations,
associations, partnerships, or individuals, or direct or indirect
obligations of the United States or of any other government, state,
territory, governmental district or municipality or of any
instrumentality thereof;

(7) To make contracts and guarantees, including but not limited to
guarantees of the capital stock, bonds, other securities, evidences of
indebtedness and other debts and obligations issued by any other
corporation of this or any other state, or issued by any state or any
political subdivision thereof; to incur liabilities; to borrow money at
such rates of interest as the corporation may determine without regard to
the restrictions of any usury law of this state; to issue its notes,
bonds, and other obligations; to issue notes or bonds, secured or
unsecured, which by their terms are convertible into shares of stock of
any class, upon such terms and conditions and at such rates or prices as
may be provided in such notes or bonds and the indenture or mortgage
under which they are issued; and to secure any of its obligations by
mortgage, pledge, or deed of trust of all or any of its property,
franchises, and income;

(8) To invest its surplus funds from time to time and to lend money and
to take and hold real and personal property as security for the payment
of funds so invested or loaned;

(9) To conduct its business, carry on its operations, and have offices
within and without this state, and to exercise in any other state,
territory, district, or possession of the United States, or in any
foreign country, the powers granted by this chapter;

(10) To elect or appoint directors, officers and agents of the
corporation, define their duties and fix their compensation, and to
indemnify directors, officers and employees to the extent and in the
manner permitted by law;

(11) To make and alter bylaws, not inconsistent with its articles of
incorporation or with the laws of this state, for the administration and
regulation of the affairs of the corporation, and to adopt emergency
bylaws and exercise emergency powers as permitted by law;

(12) To transact any lawful business in aid of the United States in the
prosecution of war, to make donations to associations and organizations
aiding in war activities, and to lend money to the state or federal
government for war purposes;

(13) To cease its corporate activities and surrender its corporate
franchise;

(14) To have and exercise all powers necessary or convenient to effect
any or all of the purposes for which the corporation is formed;

(15) To make contributions to any corporation organized for civic,
charitable, benevolent, scientific or educational purposes, or to any
incorporated or unincorporated association, community chest or community
fund, not operated or used for profit to its members but operated for the
purposes of raising funds for and of distributing funds to other civic,
charitable, benevolent, scientific or educational organizations or
agencies;

(16) To renounce, in its articles of incorporation or by action of its
board of directors, any interest or expectancy of the corporation in, or
in being offered an opportunity to participate in, specified business
opportunities or specified classes or categories of business
opportunities that are presented to the corporation, or one or more of
its officers, directors, employees, agents, or stockholders. (RSMo 1939 §
5030, A.L. 1943 p. 410 § 4, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1979
S.B. 216, A.L. 2003 S.B. 394)

Prior revisions: 1929 § 4555; 1919 § 9749; 1909 § 2990

CROSS REFERENCES: Banking business, corporation not to engage in, RSMo
362.420 Bi-state development agency, bonds of, investment in authorized,
RSMo 70.377 Gas, electric or water companies, powers, Chap. 393, RSMo
Multinational banks, securities and obligations of, investment in, when,
RSMo 409.950 Public utility companies, power to acquire stock in like
companies limited, RSMo 392.300, 393.190 Real estate, conveyed by
corporation, how, RSMo 442.060 Reciprocal or interinsurance contracts,
corporation may enter, RSMo 379.740 Savings accounts in insured savings
and loan associations, investment in authorized, RSMo 369.194

1. Every corporation incorporated under this chapter may engage
in any lawful business unless a more limited purpose is set forth in the
articles of incorporation; however, the corporation shall not be
restricted to this limited purpose, unless it has stated it is so
restricted in its articles of incorporation.

2. A corporation engaging in a business that is subject to regulation
under another statute of this state may incorporate under this chapter
only if permitted by, and subject to all limitations of, the other
statute. (L. 1990 H.B. 1432, A.L. 1991 H.B. 219)

Effective 5-29-91

As used in this section and section 351.388, unless the context
requires otherwise, the following words and phrases shall mean:

(1) "Private corporation" means a general and business or a general
not-for-profit corporation organized under the laws of this state;

(2) "Public corporation" means this state, a political subdivision
thereof, a corporate instrumentality of this state and one or more
states, or a bistate compact. (L. 1971 S.B. 59 § 1)

All public and private corporations shall have the power to
apply to the proper authorities of the United States government for a
grant, and when such a grant is issued, to establish and operate foreign
trade zones under the provisions of the Foreign Trade Zones Act of 1934
as amended as of September 28, 1971. (L. 1971 S.B. 59 § 2)

A corporation shall have power to purchase, take, receive, or
otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of
its own shares; provided, that it shall not purchase, either directly or
indirectly, its own shares when its net assets are less than its stated
capital, or when by so doing its net assets would be reduced below its
stated capital. Notwithstanding the foregoing limitation, a corporation
may purchase its own shares for the purpose of:

(1) Eliminating fractional shares;

(2) Collecting or compromising claims of the corporation, or securing any
indebtedness to the corporation previously incurred;

(3) Paying dissenting shareholders entitled to payment for their shares
in the event of a merger or consolidation or a sale or exchange of assets;

(4) Effecting, subject to the other provisions of this chapter, the
retirement of its redeemable shares by redemption or by purchase at not
to exceed the redemption price. (L. 1943 p. 410 § 5)

(1969) A corporation's purchase of its own stock with stockholder assent
and approval where no creditors have any rights against the corporation
does not violate this section. Hawkins v. Mall, Inc. (Mo.), 444 S.W.2d
369.

No act of a corporation and no conveyance or transfer of real or
personal property to or by a corporation shall be invalid by reason of
the fact that the corporation was without capacity or power to do such
act or to make or receive such conveyance or transfer, but such lack of
capacity or power may be asserted:

(1) In a proceeding by a shareholder against the corporation to enjoin
the doing of any act or acts or the transfer of real or personal property
by or to the corporation. If the unauthorized acts or transfer sought to
be enjoined are being, or are to be, performed or made pursuant to any
contract to which the corporation is a party, the court may, if all of
the parties to the contract are parties to the proceeding and if it deems
the same to be equitable, set aside and enjoin the performance of such
contract, and in so doing may allow to the corporation or to the other
parties to the contract, as the case may be, compensation for the loss or
damage sustained by either of them which may result from the action of
the court in setting aside and enjoining the performance of such
contract, but anticipated profits to be derived from the performance of
the contract shall not be awarded by the court as a loss or damage
sustained;

(2) In a proceeding by the corporation, whether acting directly or
through a receiver, trustee, or other legal representative, or through
shareholders in a representative suit, against the incumbent or former
officers or directors of the corporation;

(3) In a proceeding by the attorney general, as provided in this chapter,
to dissolve the corporation, or in a proceeding by the attorney general
to enjoin the corporation from the transaction of unauthorized business.
(L. 1943 p. 410 § 6, A.L. 1965 p. 532)

A sale, lease, or exchange or other disposition other than by
mortgage, deed of trust or pledge, of all, or substantially all, the
property and assets, with or without the goodwill, of a corporation, if
not made in the usual and regular course of its business, may be made
upon such terms and conditions and for such consideration, which may
consist, in whole or in part, of money or property, real or personal,
including shares of any other corporation, domestic or foreign, as may be
authorized in the following manner:

(1) The board of directors may adopt a resolution recommending such sale,
lease or exchange or other disposition and directing the submission
thereof to a vote at a meeting of shareholders entitled to vote thereat,
which may be either an annual or a special meeting, except that such
proposed sale, lease or exchange need not be adopted by the board of
directors and may be directly submitted to any annual or special meeting
of shareholders;

(2) Written or printed notice stating that the purpose, or one of the
purposes, of such meeting is to consider the sale, lease or exchange, or
other disposition of all, or substantially all, of the property and
assets of the corporation shall be given to each shareholder of record
entitled to vote at such meeting within the time and in the manner
provided by this chapter for the giving of notice of meetings of
shareholders; if such meeting be an annual meeting, such purpose may be
included in the notice of such annual meeting;

(3) At such meeting the shareholders may authorize such sale, lease or
exchange, or other disposition and fix, or may authorize the board of
directors to fix, any or all of the terms and conditions thereof and the
consideration to be received by the corporation therefor. Such
authorization shall require the affirmative vote of the holders of at
least two-thirds of the outstanding shares entitled to vote at such
meeting;

(4) After such authorization by a vote of shareholders, the board of
directors nevertheless, in its discretion, may abandon such sale, lease,
exchange, or other disposition of assets, subject to the rights of third
parties under any contracts relating thereto, without further action or
approval by shareholders. (L. 1943 p. 410 § 72, A.L. 1965 p. 532, A.L.
1975 S.B. 14)

1. In the event that a sale or exchange of all or substantially
all of the property and assets of a corporation, otherwise than in the
usual and regular course of its business, is authorized by a vote of the
shareholders of the corporation, except as provided in subsection 6 of
this section, any shareholder who shall not have voted in favor thereof
and who at or prior to the meeting at which said sale or exchange is
submitted to a vote shall file with the corporation written objection
thereto may, within twenty days after the vote was taken, make written
demand on the corporation for the payment to him of the fair value of his
shares as of the day prior to the date on which the vote was taken
authorizing the sale or exchange. Such demand shall state the number and
class of the shares owned by such dissenting shareholder. Any shareholder
failing to make demand within the twenty-day period shall be conclusively
presumed to have consented to the sale or exchange and shall be bound by
the terms thereof.

2. If, within thirty days after the date on which such vote was taken,
the value of such shares is agreed upon between the dissenting
shareholder and the corporation, the corporation shall make payment of
the agreed value within ninety days after the date on which the vote was
taken authorizing the sale or exchange, upon the surrender of his
certificate or certificates representing said shares. Upon payment of the
agreed value, the dissenting shareholder shall cease to have any interest
in such shares or in the corporation.

3. If within such period of thirty days the shareholder and the
corporation do not so agree, then the dissenting shareholder may, within
sixty days after the expiration of the thirty-day period, file a petition
in any court of competent jurisdiction within the county in which the
registered office of the corporation is situated asking for a finding and
determination of the fair value of such shares, and shall be entitled to
judgment against the corporation for the amount of such fair value as of
the day prior to the date on which such vote was taken, together with
interest thereon to the date of such judgment. The judgment shall be
payable only upon and simultaneously with the surrender to the
corporation of the certificate or certificates representing said shares.
Upon the payment of the judgment, the dissenting shareholder shall cease
to have any interest in such shares or in the corporation. Unless the
dissenting shareholder shall file such petition within the time herein
limited, such shareholder and all persons claiming under him shall be
conclusively presumed to have approved and ratified the sale or exchange
and shall be bound by the terms thereof.

4. The rights of a dissenting shareholder to be paid the fair value of
his shares as herein provided shall cease if and when the corporation
shall abandon the sale or exchange or the shareholders shall revoke the
authority to make such sale or exchange.

5. Shares acquired by the corporation pursuant to the payment of the
agreed value thereof or to the payment of judgment entered therefor, as
in this section provided, may be held and disposed of by the corporation
as it shall see fit.

6. This section shall not apply to any sale, exchange or other
disposition of assets of a corporation authorized by a vote of the
shareholders of the corporation if, prior to or in connection with such
authorization, the shareholders have consented to or approved the
voluntary dissolution of the corporation pursuant to section 351.464 or
351.466, if the sale, exchange or other disposition is made in
liquidation of the corporation's business and affairs as provided in
section 351.476. (L. 1943 p. 410 § 73, A.L. 1979 S.B. 216, A.L. 1990 H.B.
1432)

1. Unless, before the control share acquisition, the
corporation's articles of incorporation or bylaws provide that this
section does not apply to control share acquisitions of shares of the
corporation, control shares of an issuing public corporation acquired in
a control share acquisition have only such voting rights as are conferred
by subsection 5 of this section.

2. Any person who proposes to make or has made a control share
acquisition may at the person's election deliver an acquiring person
statement to the issuing public corporation at the issuing public
corporation's principal office. The acquiring person statement must set
forth all of the following:

(1) The identity of the acquiring person and each other member of any
group of which the person is a part for purposes of determining control
shares;

(2) A statement that the acquiring person statement is given pursuant to
this section;

(3) The number of shares of the issuing public corporation owned,
directly or indirectly, by the acquiring person and each other member of
the group;

(4) The range of voting power under which the control share acquisition
falls or would, if consummated, fall;

(5) If the control share acquisition has not taken place:

(a) A description in reasonable detail of the terms of the proposed
control share acquisition; and

(b) Representations of the acquiring person, together with a statement in
reasonable detail of the facts upon which they are based, that the
proposed control share acquisition, if consummated, will not be contrary
to law, and that the acquiring person has the financial capacity to make
the proposed control share acquisition.

3. (1) If the acquiring person so requests at the time of delivery of an
acquiring person statement and gives an undertaking to pay the
corporation's expenses of a special meeting, the directors of the issuing
public corporation shall within ten days thereafter call a special
meeting of shareholders of the issuing public corporation for the purpose
of considering the voting rights to be accorded the shares acquired or to
be acquired in the control share acquisition.

(2) Unless the acquiring person agrees in writing to another date, the
special meeting of shareholders shall be held within fifty days after
receipt of the request by the issuing public corporation.

(3) If no request is made, the voting rights to be accorded the shares
acquired in the control share acquisition shall be presented to the next
special or annual meeting of shareholders.

(4) If the acquiring person so requests in writing at the time of
delivery of its acquiring statement pursuant to this subsection, the
special meeting must not be held sooner than thirty days after receipt by
the issuing public corporation of the acquiring person statement.

4. (1) If a special meeting is requested, notice of the special meeting
of shareholders shall be given as promptly as reasonably practicable by
the issuing public corporation to all shareholders of record as of the
record date set for the meeting, whether or not entitled to vote at the
meeting.

(2) Notice of the special or annual shareholder meeting at which the
voting rights are to be considered must include or be accompanied by both
of the following:

(a) A copy of the acquiring person statement delivered to the issuing
public corporation pursuant to this section; and

(b) A statement by the board of directors of the corporation of its
position or recommendation, or that it is taking no position or making no
recommendation, with respect to the proposed control share acquisition.

5. (1) Control shares acquired in a control share acquisition have the
same voting rights as were accorded the shares before the control share
acquisition only to the extent granted by resolution approved by the
shareholders of the issuing public corporation.

(2) To be approved under this section, the resolution must be approved by:

(a) The affirmative vote of a majority of all outstanding shares entitled
to vote at such meeting voting by class if required by the terms of such
shares; and

(b) Also by the affirmative vote of a majority of all outstanding shares
entitled to vote at such meeting voting by class if required by the terms
of such shares, excluding all interested shares.

6. If a shareholder shall file with the corporation, prior to or at the
meeting of shareholders at which the voting rights to be accorded any
control shares are submitted to a vote, a written objection to such
voting rights being accorded any control shares, and shall not vote in
favor thereof, and such shareholder, within twenty days after approval of
voting rights being accorded any control shares, shall make written
demand on the corporation for payment of the fair value of his shares as
of the day prior to the date on which the vote was taken approving voting
rights being accorded any control shares, the corporation shall pay to
such shareholder, upon surrender of his certificate or certificates
representing such shares, the fair value of his shares. Such demand shall
state the number and class of the shares owned by such dissenting
shareholder. Any shareholder failing to make demand within the twenty-day
period provided in this subsection shall be conclusively presumed to have
consented to the control share acquisition.

7. If within thirty days after the date of approval of voting rights
being accorded any control shares the value of such shares is agreed upon
between the dissenting shareholder and the corporation, payment for the
shares shall be made within ninety days after approval of voting rights
being accorded any control shares, upon the surrender of his certificate
or certificates representing such shares. Upon payment of the agreed
value, the dissenting shareholder shall cease to have any interest in
such shares or in the corporation.

8. If, within the thirty-day period provided in subsection 7 of this
section, the shareholder and the corporation do not so agree, then the
dissenting shareholder may, within sixty days after the expiration of
such thirty-day period, file a petition in any court of competent
jurisdiction within the county in which the registered office of the
corporation is situated, asking for a finding and determination of the
fair value of such shares, and shall be entitled to judgment against the
corporation for the amount of such fair value as of the day prior to the
date on which such vote was taken approving such control share
acquisition, together with interest thereon to the date of such judgment.
The judgment shall be payable only upon and simultaneously with the
surrender to the corporation of the certificate or certificates
representing such shares. Upon the payment of the judgment, the
dissenting shareholder shall cease to have any interest in such shares,
or in the corporation. Such shares may be held and disposed of by the
corporation as it may see fit. Unless the dissenting shareholder shall
file such petition within the time provided in this subsection, such
shareholder and all persons claiming under him shall be conclusively
presumed to have consented to the control share acquisition.

9. Except as expressly provided in this section, nothing in this section
shall be construed to affect or impair any right, remedy, obligation,
duty, power, or authority of any acquiring person, any issuing public
corporation, the board of directors of any acquiring person or issuing
public corporation, or any other person under the laws of this state or
any other state of the United States of America. The requirements of this
section shall be in addition to, and shall in no way limit, the validly
adopted provisions of the articles of incorporation of any issuing public
corporation. (L. 1984 S.B. 409, A.L. 1987 H.B. 349, A.L. 1989 S.B. 141)

Any two or more domestic corporations may merge into one of the
corporations in the following manner: The board of directors of each
corporation shall approve a plan of merger and direct the submission of
the plan to a vote at a meeting of shareholders. The plan of merger shall
set forth:

(1) The names of the corporations proposing to merge, which are herein
designated as the "constituent corporations", and the name of the
corporation into which they propose to merge, which is herein designated
as "the surviving corporation";

(2) The terms and conditions of the proposed merger and the mode of
carrying it into effect;

(3) The manner and basis of converting the shares of each merging
corporation into cash, property, shares or other securities or
obligations of the surviving corporation, or (if any shares of any
merging corporation are not to be converted solely into cash, property,
shares or other securities or obligations of the surviving corporation)
into cash, property, shares or other securities or obligations of any
other domestic or foreign corporation, which cash, property, shares or
other securities or obligations of any other domestic or foreign
corporation may be in addition to or completely in lieu of cash,
property, shares or other securities or obligations of the surviving
corporation;

(4) A statement of any changes in the articles of incorporation of the
surviving corporation to be effected by the merger;

(5) Such other provisions with respect to the proposed merger as are
deemed necessary or desirable. (L. 1943 p. 410 § 62, A.L. 1961 p. 248,
A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)

Effective 7-1-01

(1996) When sections 351.410, 351.185 and 351.447, RSMo, are used in
conjunction for a merger, the more specific statute overrides the
general, and a vote is required. Kansas City Power & Light v. Western
Resources, 939 F.Supp. 688 (W.D. Mo.).

Any two or more domestic corporations may consolidate into a new
domestic corporation in the following manner: The board of directors of
each corporation shall approve a plan of consolidation and direct the
submission of the plan to a vote at a meeting of shareholders. The plan
of consolidation shall set forth:

(1) The names of the corporations proposing to consolidate, which are
herein designated as the "constituent corporations" and the name of the
new corporation into which they propose to consolidate, which is herein
designated as "the new corporation";

(2) The terms and conditions of the proposed consolidation and the mode
of carrying it into effect;

(3) The manner and basis of converting the shares of each consolidating
corporation into cash, property, shares, or other securities, or
obligations of the new corporation, or (if any shares of any
consolidating corporation are not to be converted solely into cash,
property, shares or other securities or obligations of the new
corporation) into cash, property, shares or other securities or
obligations of any other domestic or foreign corporation, which cash,
property, shares or other securities or obligations of any other domestic
or foreign corporation may be in addition to or completely in lieu of
cash, property, shares or other securities or obligations of the new
corporation;

(4) With respect to the new corporation, all of the statements required
to be set forth in articles of incorporation for corporations organized
under this chapter;

(5) Such other provisions with respect to the proposed consolidation as
are deemed necessary or desirable. (L. 1943 p. 410 § 63, A.L. 1961 p.
248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)

Effective 7-1-01

The plan of merger or plan of consolidation shall be submitted
to a vote at a meeting of shareholders, which may be either an annual or
a special meeting. Written or printed notice stating that the purpose, or
one of the purposes, of the meeting is to consider the plan of merger or
the plan of consolidation, together with a copy or a summary of the plan
of merger or plan of consolidation, shall be given to each shareholder of
record entitled to vote at the meeting within the time and in the manner
provided by this chapter for the giving of notice of meetings of
shareholders. If the meeting is an annual meeting, the purpose shall,
nevertheless, be included in the notice of the annual meeting. (L. 1943
p. 410 § 64, A.L. 1975 S.B. 14)

At each such meeting a vote of the shareholders entitled to vote
thereat shall be taken on the proposed plan of merger or consolidation.
The plan of merger or consolidation shall be approved upon receiving the
affirmative vote of the holders of at least two-thirds of the outstanding
shares entitled to vote at such meeting, of each of such corporations.
(L. 1943 p. 410 § 65)

After a plan of merger or consolidation is authorized in
accordance with sections 351.420 and 351.425, the surviving corporation
shall file a summary articles of merger or summary articles of
consolidation with the secretary of state. Such summary articles shall
state:

(1) The name and state or country of incorporation of each of the
corporations;

(2) That a plan of merger or consolidation has been approved and
authorized by each of the corporations in accordance with sections
351.420 and 351.425;

(3) The effective date of the merger or consolidation which shall not
exceed ninety days after the date of filing of the summary articles of
merger or summary articles of consolidation by the secretary of state;

(4) The name of the surviving corporation in the case of a merger or the
new corporation in the case of a consolidation;

(5) In the case of a consolidation, the new address of the registered
office and the name of the registered agent at such office for the new
corporation;

(6) In the case of a merger, such amendments or changes in the articles
of the surviving corporation as are desired to be effected by the merger,
or, if no such amendments or changes are desired, a statement that the
articles of incorporation of the surviving corporation shall be the
articles of incorporation;

(7) In the case of a consolidation, that the articles of incorporation of
the new corporation shall be as set forth in an attachment to the summary
articles;

(8) That the executed plan of merger or consolidation is on file at the
principal place of business of the surviving corporation in the case of a
merger, or new corporation in the case of a consolidation stating the
address thereof; and

(9) That a copy of a plan of merger or consolidation will be furnished by
the surviving corporation in the case of a merger or the new corporation
in the case of a consolidation, on request and without cost, to any
shareholder of any corporation that is a party to the merger or
consolidation. (L. 1943 p. 410 § 66, A.L. 2001 S.B. 288, A.L. 2004 H.B.
1664)

The original copy of the articles of merger or articles of
consolidation shall be delivered to the secretary of state by the
surviving corporation in the case of a merger or the new corporation in
the case of a consolidation. The articles shall be executed pursuant to
section 351.430, filed pursuant to section 351.046 and effective pursuant
to section 351.048. If the secretary of state finds that the articles
conform to this chapter, he shall, when all required taxes or fees have
been paid, file the same, keeping the original as a permanent record, and
issue a certificate of merger or a certificate of consolidation, to which
he shall affix the copy of such articles. (L. 1943 p. 410 § 67, A.L. 1983
S.B. 367, A.L. 2001 S.B. 288, A.L. 2004 H.B. 1664)

The certificate of merger and certified copy thereof, with a
copy of the articles of merger affixed thereto by the secretary of state,
or the certificate of consolidation and certified copy thereof, with a
copy of the articles of consolidation affixed thereto by the secretary of
state, shall be returned to the surviving corporation or new corporation,
as the case may be, or to its representative. (L. 1943 p. 410 § 69, A.L.
1965 p. 532)

1. In any case in which at least ninety percent of the
outstanding shares of each class of a corporation or corporations is
owned by another corporation and one of the corporations is a domestic
corporation and the other or others are domestic corporations, or foreign
corporations if the laws of the jurisdictions of their incorporation
permit a corporation of that jurisdiction to merge with a corporation of
another jurisdiction, the corporation having such share ownership may
either merge the other corporation or corporations into itself and assume
all of its or their obligations, or merge itself, or itself and one or
more of the other corporations, into one of the other corporations
without any vote of the shareholders of any domestic corporation, in
which event the articles of merger shall state that the plan of merger
has been adopted pursuant to this section and shall set forth the
resolution of the board of directors of the parent corporation approving
the plan of merger and the date of adoption of the resolution and shall
state that the parent corporation is in compliance with the ninety
percent ownership requirement of this section and will maintain at least
ninety percent ownership until the issuance of the certificate of merger
by the secretary of state; provided, however, that if the parent
corporation shall not own all of the outstanding shares of all the
subsidiary corporations, parties to a merger as aforesaid, the plan of
merger shall set forth the securities, cash, property, or rights to be
issued, paid, delivered or granted by the surviving corporation upon
surrender of each share of the subsidiary corporation or corporations not
owned by the parent corporation; and provided further, that if the parent
corporation is not the surviving corporation, the plan of merger shall
include provision for the pro rata issuance of shares of the surviving
corporation to the holders of the shares of the parent corporation on
surrender of the certificates therefor, and the articles of merger shall
state that the proposed merger has been approved by receiving the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of the parent corporation entitled to vote thereon at a meeting
thereof duly called and held, or the articles of merger shall state that
in lieu of such required voting, the proposed merger has been approved by
the directors of each of the corporations, that the rights and benefits
of the shareholders as set forth in section 351.093 are the same, and
that the surviving corporation is solvent and will retain the name of the
parent. If the surviving corporation is a foreign corporation, the
provisions of section 351.458 shall also apply to a merger under this
section.

2. If the surviving corporation is a domestic corporation, it may change
its corporate name by the inclusion of a provision to that effect in the
plan of merger adopted by the directors of the parent corporation, and
upon the effective date of the merger the name of the corporation shall
be so changed if the name is available.

3. In the event all of the shares of a subsidiary domestic corporation
party to a merger effected under this section are not owned by the parent
corporation immediately prior to the merger, the surviving corporation
shall, within ten days after the effective date of the merger, notify
each shareholder of the subsidiary domestic corporation that the merger
has become effective. The notice shall be sent by certified or registered
mail, return receipt requested, addressed to the shareholder at his
address as it appears on the records of the corporation. Any shareholder
of the subsidiary domestic corporation may, within twenty days after the
date of mailing of the notice, demand in writing from the surviving
corporation payment of the value of his shares immediately prior to the
merger exclusive of any element of value arising from the expectation or
accomplishment of the merger. If during a period of thirty days after the
period of twenty days the surviving corporation and any objecting
shareholder fail to agree as to the value of the shares, then the
provisions of subsection 3 of section 351.455 shall apply, except that
the judgment shall be for the value of the shares immediately prior to
the merger as provided in the preceding sentence.

4. The provisions of section 351.455 shall apply to a merger effected
under this section only to the limited extent provided in subsection 3 of
this section. (L. 1977 S.B. 115, A.L. 1979 S.B. 216, A.L. 1985 H.B. 117)

(1996) When sections 351.410, 351.185 and 351.447, RSMo, are used in
conjunction for a merger, the more specific statute overrides the
general, and a vote is required. Kansas City Power & Light v. Western
Resources, 939 F.Supp. 688 (W.D. Mo.).

1. Unless expressly required by its articles of incorporation
for a holding company reorganization pursuant to this section through the
use of a specific reference to this section, no vote of shareholders of a
domestic corporation shall be necessary to authorize a merger with or
into a single indirect wholly owned subsidiary of such domestic
corporation but solely in connection with a holding company
reorganization if:

(1) Such domestic corporation and the indirect wholly owned subsidiary of
such domestic corporation are the only constituent corporations to the
merger;

(2) Each share or fraction of a share of the capital stock of such
domestic corporation outstanding immediately prior to the effective time
of the merger is converted in the merger into a share or equal fraction
of share of capital stock of a holding company having the same
designations, rights, powers and preferences, and the qualifications,
limitations and restrictions thereof, as the share or fraction of a share
of stock of such domestic corporation being converted in the merger;

(3) The holding company and each of the constituent corporations to the
merger are corporations of this state;

(4) The articles of incorporation and bylaws of the holding company
immediately following the effective time of the merger contain provisions
identical to the articles of incorporation and bylaws of such domestic
corporation immediately prior to the effective time of the merger, other
than provisions, if any, regarding the incorporator or incorporators, the
corporate name, registered office and agent, the initial board of
directors and the initial subscribers for shares and such provisions
contained in any amendment to the articles of incorporation as were
necessary to effect a change, exchange, reclassification or cancellation
of stock, if such change, exchange, reclassification or cancellation has
become effective;

(5) As a result of the merger such domestic corporation or its successor
corporation becomes or remains a direct or indirect wholly owned
subsidiary of the holding company;

(6) The directors of such domestic corporation become or remain the
directors of the holding company upon the effective time of the merger;

(7) The articles of incorporation of the surviving corporation
immediately following the effective time of the merger are identical to
the articles of incorporation of such domestic corporation immediately
prior to the effective time of the merger, other than provisions, if any,
regarding the incorporator or incorporators, the corporate name,
registered office and agent, elections and composition of the board of
directors, the initial board of directors and the initial subscribers for
shares and such provisions contained in any amendment to the articles of
incorporation as were necessary to effect a change, exchange,
reclassification or cancellation of stock, if such change, exchange,
reclassification or cancellation has become effective; provided, however,
that:

(a) The articles of incorporation of the surviving corporation shall be
amended in the merger to contain a provision requiring that any act or
transaction by or involving the surviving corporation that requires for
its adoption pursuant to this chapter or its articles of incorporation
the approval of the shareholders of the surviving corporation shall, by
specific reference to this section, require, in addition, the approval of
the shareholders of the holding company, or any successor by merger, by
the same vote as is required by this chapter or by the articles of
incorporation of the surviving corporation, or both; and

(b) The articles of incorporation of the surviving corporation may be
amended in the merger to reduce the number of classes and shares of
capital stock that the surviving corporation is authorized to issue; and

(8) The shareholders of such domestic corporation do not recognize gain
or loss for United States federal income tax purposes as determined by
the board of directors of such domestic corporation.

2. As used in this section only, the term "holding company" means a
corporation which, from its incorporation until consummation of a merger
governed by this section, was at all times a direct or indirect wholly
owned subsidiary of such domestic corporation and whose capital stock is
issued in such merger.

3. From and after the effective time of a merger adopted by such domestic
corporation by action of its board of directors and without any vote of
shareholders pursuant to this section:

(1) To the extent the restrictions of section 351.407 or 351.459 applied
to such domestic corporation and its shareholders or shares at the
effective time of the merger, such restrictions shall apply to the
holding company and its shareholders or shares immediately after the
effective time of the merger as though it were such domestic corporation,
and all shares of stock of the holding company acquired in the merger
shall for purposes of sections 351.407 and 351.459 be deemed to have been
acquired at the time that the shares of stock of such domestic
corporation converted in the merger were acquired, and provided further
that any shareholder who immediately prior to the effective time of the
merger was not an interested shareholder within the meaning of section
351.459 shall not solely by reason of the merger become an interested
shareholder of the holding company; and

(2) If the corporate name of the holding company immediately following
the effective time of the merger is the same as the corporate name of
such domestic corporation immediately prior to the effective time of the
merger, the shares of capital stock of the holding company into which the
shares of capital stock of such domestic corporation are converted in the
merger shall be represented by the stock certificates that previously
represented shares of capital stock of such domestic corporation.

4. If a plan of merger is adopted by such domestic corporation by action
of its board of directors and without any vote of shareholders pursuant
to this section, the articles of merger shall state that the plan of
merger has been adopted pursuant to this section and shall set forth the
resolution of the board of directors of such domestic corporation
approving the plan of merger and the date of adoption of the resolution
and shall state that the conditions in the first sentence of subsection 1
of this section have been satisfied. The articles of merger shall also
set forth the plan of merger and as to each of the constituent
corporations to the merger, the number of shares outstanding, shall be
executed as provided in section 351.430 and shall be filed in accordance
with section 351.435 and the merger shall become effective in accordance
with section 351.440*.

5. The provisions of section 351.455 shall not apply to a merger effected
pursuant to this section.

6. Nothing in this section shall amend, alter, modify, restrict, limit or
otherwise change the provisions of section 351.447. As provided in
section 351.017, actions taken in accordance with this section and with
any other section of this chapter are acts of independent legal
significance. (L. 1998 H.B. 1309 merged with S.B. 680, A.L. 1999 H.B. 282
merged with S.B. 278, A.L. 2004 H.B. 1664)

*Section 351.440 was repealed by S.B. 288 in 2001.

When such merger or consolidation has been effected:

(1) The several corporations parties to the plan of merger or
consolidation shall be a single corporation, which, in the case of a
merger, shall be that corporation designated in the plan of merger as the
surviving corporation, and, in the case of a consolidation, shall be the
new corporation provided for in the plan of consolidation.

(2) The separate existence of all corporations parties to the plan of
merger or consolidation, except the surviving or new corporation, shall
cease.

(3) Such surviving or new corporation shall have all the rights,
privileges, immunities, and powers and shall be subject to all the duties
and liabilities of a corporation organized under this chapter.

(4) Such surviving or new corporation shall thereupon and thereafter
possess all the rights, privileges, immunities, and franchises, as well
of a public as of a private nature, of each of the merging or
consolidating corporations; and all property, real, personal, and mixed,
and all debts due on whatever account, including subscriptions to shares,
and all other choses in action, and all and every other interest, of or
belonging to or due to each of the corporations so merged or
consolidated, shall be taken and deemed to be transferred to and vested
in such single corporation without further act or deed; and the title to
any real estate, or any interest therein, under the laws of this state
vested in any of such corporations shall not revert or be in any way
impaired by reason of such merger or consolidation.

(5) Such surviving or new corporation shall thenceforth be responsible
and liable for all the liabilities and obligations of each of the
corporations so merged or consolidated; and any claim existing or action
or proceeding pending by or against any of such corporations may be
prosecuted to judgment as if such merger or consolidation had not taken
place, or such surviving or new corporation may be substituted in its
place. Neither the rights of creditors nor any liens upon the property of
any of such corporations shall be impaired by such merger or
consolidation.

(6) In the case of a merger, the articles of incorporation of the
surviving corporation shall be deemed to be amended to the extent, if
any, that changes in its articles are stated in the articles of merger;
and, in the case of a consolidation, the statements set forth in the
articles of consolidation and which are required or permitted to be set
forth in the articles of incorporation of corporations organized under
this chapter shall be deemed to be the articles of incorporation of the
new corporation.

(7) The aggregate amount of the net assets of the merging or
consolidating corporations which was available for the payment of
dividends immediately prior to such merger or consolidation, to the
extent that the value thereof is not transferred to stated capital by the
issuance of shares or otherwise, shall continue to be available for the
payment of dividends by such surviving or new corporation. (L. 1943 p.
410 § 70)

1. If a shareholder of a corporation which is a party to a
merger or consolidation and, in the case of a shareholder owning voting
stock as of the record date, at the meeting of shareholders at which the
plan of merger or consolidation is submitted to a vote shall file with
such corporation prior to or at such meeting a written objection to such
plan of merger or consolidation, and shall not vote in favor thereof, and
such shareholder, within twenty days after the merger or consolidation is
effected, shall make written demand on the surviving or new corporation
for payment of the fair value of his or her shares as of the day prior to
the date on which the vote was taken approving the merger or
consolidation, the surviving or new corporation shall pay to such
shareholder, upon surrender of his or her certificate or certificates
representing said shares, the fair value thereof. Such demand shall state
the number and class of the shares owned by such dissenting shareholder.
Any shareholder failing to make demand within the twenty- day period
shall be conclusively presumed to have consented to the merger or
consolidation and shall be bound by the terms thereof.

2. If within thirty days after the date on which such merger or
consolidation was effected the value of such shares is agreed upon
between the dissenting shareholder and the surviving or new corporation,
payment therefor shall be made within ninety days after the date on which
such merger or consolidation was effected, upon the surrender of his or
her certificate or certificates representing said shares. Upon payment of
the agreed value the dissenting shareholder shall cease to have any
interest in such shares or in the corporation.

3. If within such period of thirty days the shareholder and the surviving
or new corporation do not so agree, then the dissenting shareholder may,
within sixty days after the expiration of the thirty-day period, file a
petition in any court of competent jurisdiction within the county in
which the registered office of the surviving or new corporation is
situated, asking for a finding and determination of the fair value of
such shares, and shall be entitled to judgment against the surviving or
new corporation for the amount of such fair value as of the day prior to
the date on which such vote was taken approving such merger or
consolidation, together with interest thereon to the date of such
judgment. The judgment shall be payable only upon and simultaneously with
the surrender to the surviving or new corporation of the certificate or
certificates representing said shares. Upon the payment of the judgment,
the dissenting shareholder shall cease to have any interest in such
shares, or in the surviving or new corporation. Such shares may be held
and disposed of by the surviving or new corporation as it may see fit.
Unless the dissenting shareholder shall file such petition within the
time herein limited, such shareholder and all persons claiming under such
shareholder shall be conclusively presumed to have approved and ratified
the merger or consolidation, and shall be bound by the terms thereof.

4. The right of a dissenting shareholder to be paid the fair value of
such shareholder's shares as herein provided shall cease if and when the
corporation shall abandon the merger or consolidation.

5. When the remedy provided for in this section is available with respect
to a transaction, such remedy shall be the exclusive remedy of the
shareholder as to that transaction, except in the case of fraud or lack
of authorization for the transaction. (L. 1943 p. 410 § 71, A.L. 2003
S.B. 394)

(2001) In dissenting shareholders' appraisal proceeding, proper valuation
of minority stock calculates value of corporation as a whole and awards
pro-rata share to dissenting shareholders; applications of a minority
discount and a discount for lack of marketability are inappropriate.
Swope v. Siegel-Robert, Inc., 243 F.3d 486 (8th Cir.).

1. One or more foreign corporations and one or more domestic
corporations may be merged or consolidated in the following manner, if
such merger or consolidation is permitted by the laws of the state under
which each such foreign corporation is organized:

(1) Each domestic corporation shall comply with the provisions of this
chapter with respect to the merger or consolidation, as the case may be,
of domestic corporations and each foreign corporation shall comply with
the applicable provisions of the laws of the state under which it is
organized;

(2) If the surviving or new corporation, as the case may be, is to be
governed by the laws of any state other than this state, it shall comply
with the provisions of this chapter with respect to foreign corporations
if it is to do business in this state, and regardless of whether or not
it is to do business in this state it shall file with the secretary of
state of this state:

(a) An agreement that it will promptly pay to the dissenting shareholders
of any domestic corporation which is a party to the merger or
consolidation the amount, if any, to which they shall be entitled under
provisions of this chapter with respect to the rights of dissenting
shareholders, and

(b) An agreement that it may be served with process in this state, and an
irrevocable appointment of the secretary of state of this state as its
agent to accept service of process, in any proceeding based upon any
cause of action against any such domestic corporation arising in this
state prior to the issuance of the certificate of merger or the
certificate of consolidation by the secretary of state of this state, and
in any proceeding for the enforcement of the rights of a dissenting
shareholder of any such domestic corporation against the surviving or new
corporation.

2. The effect of the merger or consolidation shall be the same as in the
case of the merger or consolidation of domestic corporations; except, if
the surviving or new corporation is to be governed by the laws of any
state other than this state, to the extent that the laws of the other
state shall otherwise provide.

3. If the surviving or new corporation is a foreign corporation, the
effective date of such merger or consolidation shall be the date on which
the same becomes effective in the state of domicile of such surviving or
new corporation and the provisions of section 351.440 shall not apply. A
document from the state of the domicile of the surviving corporation in
the case of a merger, or the new corporation in the case of a
consolidation, certifying that the merger or consolidation has become
effective in such state shall be a requirement for the merger or
consolidation becoming effective in this state. (L. 1961 p. 248, A.L.
1965 p. 532, A.L. 2001 S.B. 288)

Effective 7-1-01

1. For the purposes of this section, the following terms mean:

(1) "Affiliate", a person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, a specified person;

(2) "Announcement date", when used in reference to any business
combination, means the date of the first public announcement of the
final, definitive proposal for such business combination;

(3) "Associate", when used to indicate a relationship with any person,
means any corporation or organization of which such person is an officer
or partner or is, directly or indirectly, the beneficial owner of ten
percent or more of any class of voting stock, any trust or other estate
in which such person has a substantial beneficial interest or as to which
such person serves as trustee or in a similar fiduciary capacity, and any
relative or spouse of such person, or any relative of such spouse, who
has the same home as such person;

(4) "Beneficial owner", when used with respect to any stock, means a
person that:

(a) Individually or with or through any of its affiliates or associates,
beneficially owns such stock, directly or indirectly; or

(b) Individually or with or through any of its affiliates or associates,
has the right to acquire such stock, whether such right is exercisable
immediately or only after the passage of time, pursuant to any agreement,
arrangement or understanding, whether or not in writing, or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise; provided, however, that a person shall not be deemed the
beneficial owner of stock tendered pursuant to a tender or exchange offer
made by such person or any of such person's affiliates or associates
until such tendered stock is accepted for purchase or exchange; or the
right to vote such stock pursuant to any agreement, arrangement or
understanding, whether or not in writing; provided, however, that a
person shall not be deemed the beneficial owner of any stock under this
item if the agreement, arrangement or understanding to vote such stock
arises solely from a revocable proxy or consent given in response to a
proxy or consent solicitation made in accordance with the applicable
rules and regulations under the Exchange Act and is not then reportable
on a Schedule 13D under the Exchange Act, or any comparable or successor
report; or

(c) Has any agreement, arrangement or understanding, whether or not in
writing, for the purpose of acquiring, holding, voting, except voting
pursuant to a revocable proxy or consent as described in paragraph (b) of
this subdivision, or disposing of such stock with any other person that
beneficially owns, or whose affiliates or associates beneficially own,
directly or indirectly, such stock;

(5) "Business combination", when used in reference to any resident
domestic corporation and any interested shareholder of such resident
domestic corporation, means:

(a) Any merger or consolidation of such resident domestic corporation or
any subsidiary of such resident domestic corporation with such interested
shareholder or any other corporation, whether or not itself an interested
shareholder of such resident domestic corporation, which is, or after
such merger or consolidation would be, an affiliate or associate of such
interested shareholder;

(b) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition, in one transaction or a series of transactions to or with
such interested shareholder or any affiliate or associate of such
interested shareholder of assets of such resident domestic corporation or
any subsidiary of such resident domestic corporation having an aggregate
market value equal to ten percent or more of the aggregate market value
of all the assets, determined on a consolidated basis, of such resident
domestic corporation, having an aggregate market value equal to ten
percent or more of the aggregate market value of all the outstanding
stock of such resident domestic corporation, or representing ten percent
or more of the earning power or net income, determined on a consolidated
basis, of such resident domestic corporation;

(c) The issuance or transfer by such resident domestic corporation or any
subsidiary of such resident domestic corporation, in one transaction or a
series of transactions, of any stock of such resident domestic
corporation or any subsidiary of such resident domestic corporation which
has an aggregate market value equal to five percent or more of the
aggregate market value of all the outstanding stock of such resident
domestic corporation to such interested shareholder or any affiliate or
associate of such interested shareholder except pursuant to the exercise
of warrants or rights to purchase stock offered, or a dividend or
distribution paid or made, pro rata to all shareholders of such resident
domestic corporation;

(d) The adoption of any plan or proposal for the liquidation or
dissolution of such resident domestic corporation proposed by, or
pursuant to any agreement, arrangement or understanding, whether or not
in writing, with such interested shareholder or any affiliate or
associate of such interested shareholder;

(e) Any reclassification of securities, including, without limitation,
any stock split, stock dividend, or other distributions of stock in
respect of stock, or any reverse stock split, or recapitalization of such
resident domestic corporation, or any merger or consolidation of such
resident domestic corporation with any subsidiary of such resident
domestic corporation, or any other transaction, whether or not with or
into or otherwise involving such interested shareholder, proposed by, or
pursuant to any agreement, arrangement or understanding, whether or not
in writing, with such interested shareholder or any affiliate or
associate of such interested shareholder, which has the effect, directly
or indirectly, of increasing the proportionate share of the outstanding
shares of any class or series of voting stock or securities convertible
into voting stock of such resident domestic corporation or any subsidiary
of such resident domestic corporation which is directly or indirectly
owned by such interested shareholder or any affiliate or associate of
such interested shareholder, except as a result of immaterial changes due
to fractional share adjustments; or

(f) Any receipt by such interested shareholder or any affiliate or
associate of such interested shareholder of the benefit, directly or
indirectly, except proportionately as a shareholder of such resident
domestic corporation, of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax advantages
provided by or through such resident domestic corporation;

(6) "Common stock", any stock other than preferred stock;

(7) "Consummation date", with respect to any business combination, means
the date of consummation of such business combination, or, in the case of
a business combination as to which a shareholder vote is taken, the later
of the business day prior to the vote or twenty days prior to the date of
consummation of such business combination;

(8) "Control", including the terms "controlling", "controlled by" and
"under common control with", the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting stock, by contract,
or otherwise. A person's beneficial ownership of ten percent or more of a
corporation's outstanding voting stock shall create a presumption that
such person has control of such corporation. Notwithstanding the
foregoing, a person shall not be deemed to have control of a corporation
if such person holds voting stock, in good faith and not for the purpose
of circumventing this section, as an agent, bank, broker, nominee,
custodian or trustee for one or more beneficial owners who do not
individually or as a group have control of such corporation;

(9) "Exchange Act", the act of Congress known as the "Securities Exchange
Act of 1934", as the same has been or hereafter may be amended from time
to time;

(10) "Interested shareholder", when used in reference to any resident
domestic corporation, any person, other than such resident domestic
corporation or any subsidiary of such resident domestic corporation, that:

(a) Is the beneficial owner, directly or indirectly, of twenty percent or
more of the outstanding voting stock of such resident domestic
corporation; or

(b) Is an affiliate or associate of such resident domestic corporation
and at any time within the five-year period immediately prior to the date
in question was the beneficial owner, directly or indirectly, of twenty
percent or more of the then outstanding voting stock of such resident
domestic corporation; provided that, for the purpose of determining
whether a person is an interested shareholder, the number of shares of
voting stock of such resident domestic corporation deemed to be
outstanding shall include shares deemed to be beneficially owned by the
person through application of subdivision (4) of this subsection but
shall not include any other unissued shares of voting stock of such
resident domestic corporation which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise;

(11) "Market value", when used in reference to stock or property of any
resident domestic corporation, means:

(a) In the case of stock, the highest closing sale price during the
thirty-day period immediately preceding the date in question of a share
of such stock on the composite tape for New York stock exchange listed
stocks, or, if such stock is not quoted on such composite tape or if such
stock is not listed on such exchange, on the principal United States
securities exchange registered under the Exchange Act on which such stock
is listed, or, if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such stock
during the thirty-day period preceding the date in question on the
National Association of Securities Dealers, Inc., Automated Quotations
System or any system then in use, or if no such quotations are available,
the fair market value on the date in question of a share of such stock as
determined by the board of directors of such resident domestic
corporation in good faith; and

(b) In the case of property other than cash or stock, the fair market
value of such property on the date in question as determined by the board
of directors of such resident domestic corporation in good faith;

(12) "Preferred stock", any class or series of stock of a resident
domestic corporation which under the bylaws or articles of incorporation
of such resident domestic corporation is entitled to receive payment of
dividends prior to any payment of dividends on some other class or series
of stock, or is entitled in the event of any voluntary liquidation,
dissolution or winding up of the resident domestic corporation to receive
payment or distribution of a preferential amount before any payments or
distributions are received by some other class or series of stock;

(13) "Resident domestic corporation", a corporation incorporated under
the laws of the state of Missouri that has:

(a) One hundred or more shareholders;

(b) Its principal place of business, its principal office, or substantial
assets within Missouri; and

(c) One of the following:

a. More than ten percent of its shareholders resident in Missouri;

b. More than ten percent of its shares owned by Missouri residents; or

c. Ten thousand shareholders resident in Missouri.

For purposes of this section, reference to shareholders or ownership of
shares shall refer to ownership of voting stock; the residence of a
partnership, unincorporated association, trust or similar organization
shall be the principal office of such organization; the residence of a
shareholder shall otherwise be presumed to be the address appearing in
the records of the corporation; and shares held by banks (except as
trustee or guardian), brokers or nominees shall be disregarded for
purposes of calculating the percentages or numbers described above. No
resident domestic corporation, which is organized under the laws of this
state, shall cease to be a resident domestic corporation by reason of
events occurring or actions taken while such resident domestic
corporation is subject to the provisions of this section;

(14) "Stock" means:

(a) Any stock or similar security, any certificate of interest, any
participation in any profit-sharing agreement, any voting trust
certificate, or any certificate of deposit for stock; and

(b) Any security convertible, with or without consideration, into stock,
or any warrant, call or other option or privilege of buying stock without
being bound to do so, or any other security carrying any right to
acquire, subscribe to or purchase stock;

(15) "Stock acquisition date", with respect to any person and any
resident domestic corporation, means the date that such person first
becomes an interested shareholder of such resident domestic corporation;

(16) "Subsidiary" of any resident domestic corporation, means any other
corporation of which voting stock, having a majority of the outstanding
voting stock of such other corporation, is owned, directly or indirectly,
by such resident domestic corporation;

(17) "Voting stock", shares of capital stock of a corporation entitled to
vote generally in the election of directors.

2. Notwithstanding anything to the contrary contained in this section,
except the provisions of subsection 4 of this section, no resident
domestic corporation shall engage in any business combination with any
interested shareholder of such resident domestic corporation for a period
of five years following such interested shareholder's stock acquisition
date unless such business combination or the purchase of stock made by
such interested shareholder on such interested shareholder's stock
acquisition date is approved by the board of directors of such resident
domestic corporation on or prior to such stock acquisition date. If a
good faith proposal is made in writing to the board of directors of such
resident domestic corporation regarding a business combination, the board
of directors shall respond, in writing, within sixty days or such shorter
period, if any, as may be required by the Exchange Act, setting forth its
reasons for its decision regarding such proposal. If a good faith
proposal to purchase stock is made in writing to the board of directors
of such resident domestic corporation, the board of directors, unless it
responds affirmatively in writing within sixty days or such shorter
period, if any, as may be required by the Exchange Act, shall be deemed
to have disapproved such stock purchase.

3. Notwithstanding anything to the contrary contained in this section,
except the provisions of subsections 2 and 4 of this section, no resident
domestic corporation shall engage at any time in any business combination
with any interested shareholder of such resident domestic corporation
other than any of the following business combinations:

(1) A business combination approved by the board of directors of such
resident domestic corporation prior to such interested shareholder's
stock acquisition date, or where the purchase of stock made by such
interested shareholder on such interested shareholder's stock acquisition
date had been approved by the board of directors of such resident
domestic corporation prior to such interested shareholder's stock
acquisition date;

(2) A business combination approved by the affirmative vote of the
holders of a majority of the outstanding voting stock not beneficially
owned by such interested shareholder or any affiliate or associate of
such interested shareholder at a meeting called for such purpose no
earlier than five years after such interested shareholder's stock
acquisition date;

(3) A business combination that meets all of the following conditions:

(a) The aggregate amount of the cash and the market value as of the
consummation date of consideration other than cash to be received per
share by holders of outstanding shares of common stock of such resident
domestic corporation in such business combination is at least equal to
the higher of the following:

a. The highest per share price paid by such interested shareholder at a
time when he was the beneficial owner, directly or indirectly, of five
percent or more of the outstanding voting stock of such resident domestic
corporation, for any shares of common stock of the same class or series
acquired by it within the five-year period immediately prior to the
announcement date with respect to such business combination, or within
the five-year period immediately prior to, or in, the transaction in
which such interested shareholder became an interested shareholder,
whichever is higher; plus, in either case, interest compounded annually
from the earliest date on which such highest per share acquisition price
was paid through the consummation date at the rate for one-year United
States treasury obligations from time to time in effect; less the
aggregate amount of any cash dividends paid, and the market value of any
dividends paid other than in cash, per share of common stock since such
earliest date, up to the amount of such interest; and

b. The market value per share of common stock on the announcement date
with respect to such business combination or on such interested
shareholder's stock acquisition date, whichever is higher; plus interest
compounded annually from such date through the consummation date at the
rate for one-year United States treasury obligations from time to time in
effect; less the aggregate amount of any cash dividends paid, and the
market value of any dividends paid other than in cash, per share of
common stock since such date, up to the amount of such interest;

(b) The aggregate amount of the cash and the market value as of the
consummation date of consideration other than cash to be received per
share by holders of outstanding shares of any class or series of stock,
other than common stock, of such resident domestic corporation is at
least equal to the highest of the following, whether or not such
interested shareholder has previously acquired any shares of such class
or series of stock:

a. The highest per share price paid by such interested shareholder at a
time when he was the beneficial owner, directly or indirectly, of five
percent or more of the outstanding voting stock of such resident domestic
corporation, for any shares of such class or series of stock acquired by
him within the five-year period immediately prior to the announcement
date with respect to such business combination, or within the five-year
period immediately prior to, or in, the transaction in which such
interested shareholder became an interested shareholder, whichever is
higher; plus, in either case, interest compounded annually from the
earliest date on which such highest per share acquisition price was paid
through the consummation date at the rate for one-year United States
treasury obligations from time to time in effect; less the aggregate
amount of any cash dividends paid, and the market value of any dividends
paid other than in cash, per share of such class or series of stock since
such earliest date, up to the amount of such interest;

b. The highest preferential amount per share to which the holders of
shares of such class or series of stock are entitled in the event of any
voluntary liquidation, dissolution or winding up of such resident
domestic corporation, plus the aggregate amount of any dividends declared
or due as to which such holders are entitled prior to payment of
dividends on some other class or series of stock, unless the aggregate
amount of such dividends is included in such preferential amount; and

c. The market value per share of such class or series of stock on the
announcement date with respect to such business combination or on such
interested shareholder's stock acquisition date, whichever is higher;
plus interest compounded annually from such date through the consummation
date at the rate for one-year United States treasury obligations from
time to time in effect; less the aggregate amount of any cash dividends
paid, and the market value of any dividends paid other than in cash, per
share of such class or series of stock since such date, up to the amount
of such interest;

(c) The consideration to be received by holders of a particular class or
series of outstanding stock, including common stock, of such resident
domestic corporation in such business combination is in cash or in the
same form as the interested shareholder has used to acquire the largest
number of shares of such class or series of stock previously acquired by
it, and such consideration shall be distributed promptly;

(d) The holders of all outstanding shares of stock of such resident
domestic corporation not beneficially owned by such interested
shareholder immediately prior to the consummation of such business
combination are entitled to receive in such business combination cash or
other consideration for such shares in compliance with paragraphs (a),
(b) and (c) of this subdivision;

(e) After such interested shareholder's stock acquisition date and prior
to the consummation date with respect to such business combination, such
interested shareholder has not become the beneficial owner of any
additional shares of voting stock of such resident domestic corporation
except:

a. As part of the transaction which resulted in such interested
shareholder becoming an interested shareholder;

b. By virtue of proportionate stock splits, stock dividends or other
distributions of stock in respect of stock not constituting a business
combination under paragraph (e) of subdivision (5) of subsection 1 of
this section;

c. Through a business combination meeting all of the conditions of
subsection 2 of this section and this subsection; or

d. Through purchase by such interested shareholder at any price which, if
such price had been paid in an otherwise permissible business combination
the announcement date and consummation date of which were the date of
such purchase, would have satisfied the requirements of paragraphs (a),
(b) and (c) of this subdivision.

4. The provisions of this section shall not apply to:

(1) Any business combination of a resident domestic corporation that does
not have a class of voting stock registered with the securities and
exchange commission pursuant to Section 12 of the Exchange Act, unless
the articles of incorporation provide* otherwise; or

(2) Any business combination of a resident domestic corporation whose
articles of incorporation have** been amended to provide that such
resident domestic corporation shall be subject to the provisions of this
section, which did not have a class of voting stock registered with the
securities and exchange commission pursuant to Section 12 of the Exchange
Act on the effective date of such amendment, and which is a business
combination with an interested shareholder whose stock acquisition date
is prior to the effective date of such amendment; or

(3) Any business combination of a resident domestic corporation the
original articles of incorporation of which contain*** a provision
expressly electing not to be governed by this section, or which adopts an
amendment to such resident domestic corporation's bylaws prior to August
1, 1986, expressly electing not to be governed by this section, or which
adopts an amendment to such resident domestic corporation's bylaws,
approved by the affirmative vote of the holders, other than interested
shareholders and their affiliates and associates, expressly electing not
to be governed by this section, provided that such amendment to the
bylaws shall not be effective until eighteen months after such vote of
such resident domestic corporation's shareholders and shall not apply to
any business combination of such resident domestic corporation with an
interested shareholder whose stock acquisition date is on or prior to the
effective date of such amendment; or

(4) Any business combination of a resident domestic corporation with an
interested shareholder of such resident domestic corporation which became
an interested shareholder inadvertently, if such interested shareholder
as soon as practicable, divests itself of a sufficient amount of the
voting stock of such resident domestic corporation so that it no longer
is the beneficial owner, directly or indirectly, of twenty percent or
more of the outstanding voting stock of such resident domestic
corporation, and would not at any time within the five-year period
preceding the announcement date with respect to such business combination
have been an interested shareholder but for such inadvertent acquisition;

(5) Any business combination with an interested shareholder who was the
beneficial owner, directly or indirectly, of five percent or more of the
outstanding voting stock of such resident domestic corporation on
December 1, 1985, and remained so to such interested shareholder's stock
acquisition date;

(6) Any business combination with an interested shareholder or any of its
affiliates or associates, provided that such interested shareholder
became an interested shareholder at a time when the restrictions
contained in this section did not apply by reason of:

(a) Any of subdivisions (1) through (5) of this subsection; or

(b) The fact that the corporation was not then a resident domestic
corporation, provided, however, that this subdivision shall not apply if,
at the time such interested shareholder became an interested shareholder,
the corporation's articles of incorporation contained a provision
authorized by the last sentence of this subsection. This subdivision
shall apply regardless of whether the stock acquisition date of such
interested shareholder occurred prior to August 28, 1999.

Notwithstanding subdivisions (1), (2), (3), (4) and (5) of this
subsection, a corporation, whether or not a resident domestic
corporation, may elect by a provision of its original articles of
incorporation or any amendment thereto to be governed by this section;
provided that any such amendment to the articles of incorporation shall
not apply to restrict a business combination between the corporation and
an interested shareholder of the corporation or any of its affiliates or
associates if the interested shareholder became such prior to the
effective date of the amendment. (L. 1986 H.B. 1667, A.L. 1989 S.B. 141,
A.L. 1999 S.B. 278)

*Word "provides" appears in original rolls.

**Word "has" appears in original rolls.

***Word "contains" appears in original rolls.

A domestic corporation may merge or consolidate with one or more
domestic or foreign limited partnerships, general partnerships, limited
liability companies, trusts, business trusts, corporations, real estate
investment trusts and other associations or business entities at least
one of which is not a corporation, as provided in sections 347.700 to
347.735, RSMo. (L. 1993 S.B. 66 & 20)

Effective 12-1-93

A majority of the incorporators or initial directors of a
corporation that has not issued shares or has not commenced business may
dissolve the corporation by delivering to the secretary of state for
filing articles of dissolution that set forth:

(1) The name of the corporation;

(2) The date of its incorporation;

(3) Either that none of the corporation's shares have been issued, or
that the corporation has not commenced business;

(4) That no debt of the corporation remains unpaid;

(5) That the net assets of the corporation remaining after winding up
have been distributed to the shareholders, if shares were issued; and

(6) That a majority of the incorporators or initial directors authorized
the dissolution. (L. 1990 H.B. 1432)

1. A corporation's board of directors may propose dissolution
for submission to the shareholders.

2. For a proposal to dissolve to be adopted:

(1) The board of directors must recommend dissolution to the shareholders
unless the board of directors determines that because of conflict of
interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and

(2) The shareholders entitled to vote must approve the proposal to
dissolve as provided in subsection 5 of this section.

3. The board of directors may condition its submission of the proposal
for dissolution on any basis.

4. The corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting in accordance with section
351.230. The notice must also state that the purpose, or one of the
purposes, of the meeting is to consider dissolving the corporation.

5. Unless the articles of incorporation or the board of directors, acting
pursuant to subsection 3 of this section, require a greater vote,
including a vote by any class of stock or any series of any class, the
proposal to dissolve to be adopted must be approved by at least
two-thirds of the votes entitled to be cast on that proposal. (L. 1990
H.B. 1432)

A corporation may be dissolved by the written consent of the
holders of record of all of its outstanding shares entitled to vote on
dissolution. (L. 1990 H.B. 1432)

1. If the stockholders of a corporation of this state, having
only two shareholders each of which own fifty percent of the stock
therein, shall be unable to agree upon the desirability of continuing the
business of such corporation, either stockholder may file with the
circuit court in which the principal place of business of such
corporation is located a petition stating that it desires to discontinue
the business of such corporation and to dispose of the assets used in
such business in accordance with a plan to be agreed upon by both
stockholders or that, if no such plan shall be agreed upon by both
stockholders, the corporation be dissolved. Such petition shall have
attached thereto a copy of the proposed plan of discontinuance and
distribution and a certificate stating that copies of such petition and
plan have been transmitted in writing to the other stockholder and to the
directors and officers of such corporation.

2. Unless both stockholders file with the court: (1) within ninety days
of the date of the filing of such petition, a certificate similarly
executed and acknowledged stating that they have agreed on such plan, or
a modification thereof, and (2) within one hundred eighty days from the
date of the filing of such petition, a certificate similarly executed and
acknowledged stating that the distribution provided by such plan had been
completed, the court shall dissolve such corporation and shall by
appointment of one or more trustees or receivers, administer and wind up
its affairs in a method intended to realize the maximum value for the
stockholders, including the sale of the company as a going concern, if
appropriate. Either or both of the above periods may be extended by
agreement of the stockholder, evidenced by a certificate similarly
executed, acknowledged and filed with the court prior to the expiration
of such period.

3. If, at any time within ninety days prior to the date upon which a
petition is filed pursuant to subsection 1 of this section, shares of a
corporation are owned by or for the benefit of persons who would be
deemed related taxpayers for purposes of Section 267 of the Internal
Revenue Code of 1986, as amended, or the regulations promulgated
thereunder, then such shares shall be deemed owned by one stockholder for
purposes of this section. (L. 1999 S.B. 278)

1. At any time after dissolution is authorized, the corporation
may dissolve by delivering to the secretary of state for filing articles
of dissolution setting forth:

(1) The name of the corporation;

(2) The date dissolution was authorized;

(3) If dissolution was approved by the shareholders:

(a) The number of votes entitled to be cast on the proposal to dissolve;
and

(b) Either the total number of votes cast for and against dissolution or
the total number of undisputed votes cast for dissolution and a statement
that the number cast for dissolution was sufficient for approval or a
statement that the dissolution was approved by the written consent of all
shareholders;

(4) If voting by any class of stock or any series of any class of stock
was required, the information required by subdivision (3) of this
subsection must be separately provided for each class of stock or series
thereof entitled to vote separately on the plan to dissolve.

2. A corporation is dissolved upon the effective date of its articles of
dissolution. (L. 1990 H.B. 1432)

1. A corporation may revoke its dissolution within one hundred
twenty days of its effective date.

2. Revocation of dissolution must be authorized in the same manner as the
dissolution was authorized unless that authorization permitted revocation
by action of the board of directors alone, in which event the board of
directors may revoke the dissolution without shareholder action.

3. After the revocation of dissolution is authorized, the corporation may
revoke the dissolution by delivering to the secretary of state for filing
articles of revocation of dissolution, together with a copy of its
articles of dissolution, that set forth:

(1) The name of the corporation;

(2) The effective date of the dissolution that was revoked;

(3) The date that the revocation of dissolution was authorized;

(4) If the corporation's board of directors, or incorporators, revoked
the dissolution, a statement to that effect;

(5) If the corporation's board of directors revoked a dissolution
authorized by the shareholders, a statement that revocation was permitted
by action by the board of directors alone pursuant to that authorization;
and

(6) If shareholder action was required to revoke the dissolution, the
information required by subdivision (3) or (4) of subsection 1 of section
351.468.

4. Revocation of dissolution is effective upon the effective date of the
articles of revocation of dissolution.

5. When the revocation of dissolution is effective, it relates back to
and takes effect as of the effective date of the dissolution and the
corporation resumes carrying on its business as if dissolution has never
occurred. (L. 1990 H.B. 1432)

1. A dissolved corporation continues its corporate existence but
may not carry on any business except that appropriate to wind up and
liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to
its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its shareholders according
to their interests; and

(5) Doing every other act necessary to wind up and liquidate its business
and affairs.

2. Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Prevent transfer of its shares or securities, although the
authorization to dissolve may provide for closing the corporation's share
transfer records;

(3) Subject its directors or officers to standards of conduct different
from those applicable to directors and officers of a corporation which
has not been dissolved; provided that any such officer or director who
conducts business on behalf of the corporation except as provided in this
section shall be personally liable for any obligation so incurred;

(4) Change quorum or voting requirements for its board of directors or
shareholders; change provisions for selection, resignation, or removal of
its directors or officers or both; or change provisions for amending its
bylaws;

(5) Prevent commencement of a proceeding by or against the corporation in
its corporate name;

(6) Abate or suspend a proceeding pending by or against the corporation
on the effective date of dissolution;

(7) Terminate the authority of the registered agent of the corporation; or

(8) Make available for use by others its corporate name for a period of
one year from the effective date of its dissolution. (L. 1990 H.B. 1432)

(1996) Statute is remedial and may be applied retroactively. Gunter v.
Bono, 914 S.W.2d 437 (Mo.App. E.D.).

1. After dissolution is authorized pursuant to section 351.462,
351.464 or 351.466, or it has been dissolved pursuant to section 351.486,
a corporation shall dispose of the known claims against it by following
the procedure described in this section.

2. The corporation shall notify its known claimants in writing by United
States Postal Service of the dissolution at any time after dissolution is
authorized. The written notice must:

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be fewer than one hundred eighty
days from the effective date of the written notice, by which the
dissolved corporation must receive the claim; and

(4) State that the claim will be barred if not received by the deadline.

3. Other rules of law, including rules on the permissibility of
third-party claims, to the contrary notwithstanding, a claim against a
corporation dissolved without fraudulent intent is barred:

(1) If a claimant who was given written notice pursuant to subsection 2
of this section does not deliver the claim to the corporation by the
deadline;

(2) If a claimant whose claim was rejected by the dissolved corporation
does not commence proceedings to enforce the claim within ninety days
from the effective date of the rejection notice.

4. For purposes of this section, "claim" does not include a contingent
liability or a claim based on an event occurring after the effective date
of dissolution.

5. For purposes of this section, "fraudulent intent" shall be established
if it is shown that the sole or primary purpose of the authorization for
dissolution was to defraud shareholders, creditors or others. (L. 1990
H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2001 S.B. 288)

Effective 7-1-01

1. After dissolution is authorized pursuant to section 351.462,
351.464 or 351.466, or it has been dissolved pursuant to section 351.486,
a corporation may also publish notice of its dissolution and request that
persons with claims against the corporation present them in accordance
with the notice.

2. The notice shall:

(1) Be published one time in a newspaper of general circulation in the
county where the corporation's principal office, or, if none in this
state, its registered office, is or was last located;

(2) Be published one time in a publication of statewide circulation whose
audience is primarily persons engaged in the practice of law in this
state and which is published not less than four times per year;

(3) At the request of the corporation, be published by the secretary of
state in an electronic format accessible to the public;

(4) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent; and

(5) State that a claim against the corporation will be barred unless a
proceeding to enforce the claim is commenced within two years after the
publication of the notice.

3. Other rules of law, including rules on the permissibility of
third-party claims, to the contrary notwithstanding, if a corporation
dissolved without fraudulent intent publishes notices in accordance with
subsection 2 of this section, the claim of each of the following
claimants is barred unless the claimant commences a proceeding to enforce
the claim against the dissolved corporation within two years after the
publication date of whichever of the notices was published last:

(1) A claimant who did not receive written notice pursuant to section
351.478;

(2) A claimant whose claim was timely sent to the dissolved corporation
but not acted on;

(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.

4. A claim may be enforced pursuant to this section only:

(1) Against the dissolved corporation, to the extent of its undistributed
assets; or

(2) If the assets have been distributed in liquidation, against a
shareholder of the dissolved corporation to the extent of the
shareholder's pro rata share of the claim or the corporate assets
distributed to the shareholder in liquidation, whichever is less, but a
shareholder's total liability for all claims pursuant to this section may
not exceed the total amount of assets distributed to the shareholder.

5. For purposes of this section, "fraudulent intent" shall be established
if it is shown that the sole or primary purpose of the authorization for
dissolution or the dissolution was to defraud shareholders, creditors or
others. (L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L.
2000 S.B. 896, A.L. 2001 S.B. 288)

Effective 7-1-01

1. Notwithstanding any other provision of this chapter to the
contrary, subject to subsection 2 of this section, a claim against a
corporation dissolved pursuant to this chapter for which claim the
corporation has a contract of insurance which will indemnify the
corporation for any adverse result from such claim:

(1) Is not subject to the provisions of section 351.478 or 351.482, and
may not be barred by compliance with those sections;

(2) May be asserted at any time within the statutory period otherwise
provided by law for such claims;

(3) May be asserted against, and service of process had upon, the
dissolved or dissolving corporation for whom the court, at the request of
the party bringing the suit, shall appoint a defendant ad litem.

2. Judgments obtained in suits filed and prosecuted pursuant to this
section shall only be enforceable against one or more contracts of
insurance issued to the corporation, its officers, directors, agents,
servants or employees, indemnifying them, or any of them, against such
claims. (L. 1995 S.B. 115)

The secretary of state may commence a proceeding pursuant to
section 351.486 to dissolve a corporation administratively if:

(1) The corporation fails to pay any final assessment of Missouri
corporation franchise tax as provided in chapter 147, RSMo, and the
director of revenue has notified the secretary of state of such failure;

(2) The corporation fails or neglects to file the Missouri corporation
franchise tax report required pursuant to chapter 147, RSMo, provided the
director of revenue has provided a place on both the individual and
corporation income tax return to indicate no such tax is due and provided
the director has delivered or mailed at least two notices of such failure
to file to the usual place of business of such corporation or the
corporation's last known address and the corporation has failed to
respond to such second notice within thirty days of the date of mailing
of the second notice and the director of revenue has notified the
secretary of state of such failure;

(3) The corporation fails to file any corporation income tax return or
pay any final assessment of corporation income tax as provided in chapter
143, RSMo, and the director of revenue has notified the secretary of
state of such failure;

(4) The corporation does not deliver its annual report to the secretary
of state within thirty days after it is due;

(5) The corporation is without a registered agent or registered office in
this state for thirty days or more;

(6) The corporation does not notify the secretary of state within thirty
days that its registered agent or registered office has been changed,
that its registered agent has resigned, or that its registered office has
been discontinued;

(7) The corporation's period of duration stated in its articles of
incorporation expires;

(8) The corporation procures its franchise through fraud practiced upon
the state;

(9) The corporation has continued to exceed or abuse the authority
conferred upon it by law, or has continued to violate any section or
sections of the criminal law of the state of Missouri after a written
demand to discontinue the same has been delivered by the secretary of
state to the corporation, either personally or by mail;

(10) The corporation fails to pay any final assessment of employer
withholding tax, as provided in sections 143.191 to 143.265, RSMo, and
the director of revenue has notified the secretary of state of such
failure; or

(11) The corporation fails to pay any final assessment of sales and use
taxes, as provided in chapter 144, RSMo, and the director of revenue has
notified the secretary of state of such failure. (L. 1990 H.B. 1432, A.L.
1991 H.B. 219, A.L. 1999 H.B. 516, A.L. 2003 H.B. 600)

Effective 7-1-03

1. If the secretary of state determines that one or more grounds
exist under section 351.484 for dissolving a corporation, he shall serve
the corporation with written notice of his determination under section
351.380.

2. If the corporation does not correct each ground for dissolution or
demonstrate to the reasonable satisfaction of the secretary of state that
each ground determined by the secretary of state does not exist within
sixty days after service of the notice is perfected by posting with the
United States Postal Service, the secretary of state shall dissolve the
corporation by signing a certificate of dissolution that recites the
ground or grounds for dissolution and its effective date. The secretary
of state shall file the original of the certificate and serve* a copy on
the corporation under section 351.380 by posting with the United States
Postal Service.

3. A corporation administratively dissolved continues its corporate
existence but may not carry on any business except that necessary to wind
up and liquidate its business and affairs under section 351.476 and
notify claimants under sections 351.478 and 351.482, and any officer or
director who conducts business on behalf of a corporation so dissolved
except as provided in this section shall be personally liable for any
obligation so incurred.

4. The administrative dissolution of a corporation does not terminate the
authority of its registered agent. (L. 1990 H.B. 1432)

*Word "service" appears in original rolls.

1. A corporation administratively dissolved pursuant to section
351.486 may apply to the secretary of state for reinstatement. The
application must:

(1) Recite the name of the corporation and the effective date of its
administrative dissolution;

(2) State that the ground or grounds for dissolution either did not exist
or have been eliminated;

(3) State that the corporation's name satisfies the requirements of
section 351.110;

(4) Contain a certificate from the department of revenue reciting that
all taxes owed by the corporation, including all liabilities owed as
determined by the division of employment security pursuant to chapter
288, RSMo, have been paid or that a tax payback plan has been arranged
with the department of revenue for liabilities owed to the department of
revenue and a tax payback plan has been arranged with the department of
labor and industrial relations division of employment security for any
liabilities owed as determined by the division of employment security
pursuant to chapter 288, RSMo; and

(5) Be accompanied by a reinstatement fee in the amount of fifty dollars
plus any delinquent fees, penalties, and charges that might have accrued.

2. If the secretary of state determines that the application contains the
information and is accompanied by the fees required by subsection 1 of
this section and that the information and fees are correct, the secretary
of state shall cancel the certificate of dissolution and prepare a
certificate of reinstatement that recites his or her determination and
the effective date of reinstatement, file the original of the
certificate, and serve a copy on the corporation as provided in section
351.380.

3. When the reinstatement is effective, it relates back to and takes
effect as of the effective date of the administrative dissolution and the
corporation resumes carrying on its business as if the administrative
dissolution had never occurred.

4. In the event the name was reissued prior to the time application for
reinstatement was filed, the corporation applying for reinstatement may
elect to reinstate using a new name that complies with the requirements
of section 351.110, and that has been approved by appropriate action of
the corporation for changing the name thereof. (L. 1990 H.B. 1432, A.L.
1991 H.B. 219, A.L. 1994 H.B. 1095, A.L. 1995 H.B. 558, A.L. 1996 H.B.
1368)

1. If the secretary of state denies a corporation's application
for reinstatement following administrative dissolution, he shall serve
the corporation as provided in section 351.380 with a written notice that
explains the reason or reasons for denial.

2. The corporation may appeal a denial of reinstatement as provided for
in section 351.670. (L. 1990 H.B. 1432)

The circuit court may dissolve a corporation:

(1) In a proceeding by the attorney general if it is established that:

(a) The corporation obtained its articles of incorporation through fraud;
or

(b) The corporation has continued to exceed or abuse the authority
conferred upon it by law;

(2) In a proceeding by a shareholder if it is established that:

(a) The directors are deadlocked in the management of the corporate
affairs, the shareholders are unable to break the deadlock, and
irreparable injury to the corporation is threatened or being suffered, or
the business and affairs of the corporation can no longer be conducted to
the advantage of the shareholders generally because of the deadlock;

(b) The directors or those in control of the corporation have acted, are
acting, or will act in a manner that is illegal, oppressive, or
fraudulent;

(c) The shareholders are deadlocked in voting power and have failed, for
a period that includes at least two consecutive annual meeting dates, to
elect successors to directors whose terms have expired; or

(d) The corporate assets are being misapplied or wasted;

(3) In a proceeding by a creditor if it is established that:

(a) The creditor's claim has been reduced to judgment, the execution on
the judgment has been returned unsatisfied, and the corporation is
insolvent; or

(b) The corporation has admitted in writing that the creditor's claim is
due and owing and the corporation is insolvent; or

(4) In a proceeding by the corporation to have its voluntary dissolution
continued under court supervision. (L. 1990 H.B. 1432)

1. Venue for a proceeding by the attorney general to dissolve a
corporation lies in Cole County. Venue for a proceeding brought by any
other party named in section 351.494 lies in the county where a
corporation's principal office, or, if none in this state, its registered
office, is or was last located.

2. It is not necessary to make shareholders parties to a proceeding to
dissolve a corporation unless relief is sought against them individually.

3. A court in a proceeding brought to dissolve a corporation may issue
injunctions, appoint a receiver or custodian pendente lite with all
powers and duties the court directs, take other action required to
preserve the corporate assets wherever located, and carry on the business
of the corporation until a full hearing can be held. (L. 1990 H.B. 1432)

1. A court in a judicial proceeding brought to dissolve a
corporation may appoint one or more receivers to wind up and liquidate,
or one or more custodians to manage, the business and affairs of the
corporation. The court shall hold a hearing, after notifying all parties
to the proceeding and any interested persons designated by the court,
before appointing a receiver or custodian. The court appointing a
receiver or custodian has exclusive jurisdiction over the corporation and
all of its property wherever located.

2. The court may appoint an individual or a domestic or foreign
corporation, authorized to transact business in this state, as a receiver
or custodian. The court may require the receiver or custodian to post
bond, with or without sureties, in an amount the court directs.

3. The court shall describe the powers and duties of the receiver or
custodian in its appointing order, which may be amended from time to
time. Among other powers:

(1) The receiver may dispose of all or any part of the assets of the
corporation wherever located, at a public or private sale, if authorized
by the court; and may sue and defend in his own name as receiver of the
corporation in all courts of this state;

(2) The custodian may exercise all of the powers of the corporation,
through or in place of its board of directors or officers, to the extent
necessary to manage the affairs of the corporation in the best interests
of its shareholders and creditors.

4. The court during a receivership may redesignate the receiver a
custodian, and during a custodianship may redesignate the custodian a
receiver, if doing so is in the best interests of the corporation, its
shareholders, and creditors.

5. The court from time to time during the receivership or custodianship
may order compensation paid and expense disbursements or reimbursements
made to the receiver or custodian and his counsel from the assets of the
corporation or proceeds from the sale of the assets. (L. 1990 H.B. 1432)

1. If after a hearing the court determines that one or more
grounds for judicial dissolution described in section 351.494 exist, it
may enter a decree dissolving the corporation and specifying the
effective date of the dissolution, and the clerk of the court shall
deliver a certified copy of the decree to the secretary of state, who
shall file it.

2. After entering the decree of dissolution, the court shall direct the
winding up and liquidation of the corporation's business and affairs in
accordance with section 351.476 and the notification of claimants in
accordance with sections 351.478 and 351.482. (L. 1990 H.B. 1432)

Assets of a dissolved corporation that should be transferred to
a creditor, claimant, or shareholder of the corporation who cannot be
found or who is not competent to receive them may be reduced to cash and
deposited with the state treasurer for safekeeping. When the creditor,
claimant, or shareholder furnishes satisfactory proof of entitlement to
the amount deposited, the state treasurer or other appropriate state
official shall pay him or his representative that amount. (L. 1990 H.B.
1432)

1. A dissolved corporation shall file a request for termination
with the secretary of state's office when it has disposed of all claims
filed against it pursuant to sections 351.478 and 351.482 and all
remaining assets have been distributed to its shareholders. The request
for termination shall state:

(1) The name of the corporation;

(2) The date of its dissolution;

(3) A statement that it has disposed of all claims filed against it
pursuant to sections 351.478 and 351.482;

(4) A statement that all remaining assets have been distributed to its
shareholders.

2. The filing fee for filing a request for termination is twenty dollars.

3. If the secretary of state finds that the request for termination
conforms to law and the necessary fees have been paid, he shall issue a
certificate of termination which will state that the corporation no
longer exists and thus can not be recognized as a separate legal entity
with rights and privileges. Upon the date of the issuance of the
certificate of termination the corporation will cease existence and its
name will be immediately available if not already available by
subdivision (8) of subsection 2 of section 351.476. (L. 1991 H.B. 219 § 1)

Effective 5-29-91

If the corporate rights and privileges of any corporation were
forfeited prior to August 28, 1990, the directors and officers in office
when the forfeiture occurred shall be the trustees of the corporation,
and shall have full authority to wind up its business and affairs, sell
and liquidate its property and assets, pay its debts and obligations,
execute in its corporate name deeds and other instruments of transfer,
and to distribute the net assets among the shareholders. The trustees as
such may sue for and recover the debts and property due the corporation,
describing it by its corporate name, and may be sued as such, and the
trustees shall be jointly and severally responsible to the creditors and
shareholders of the corporation to the extent of its property and effects
that shall have come into their hands. (L. 1995 S.B. 115)

1. A foreign corporation may not transact business in this state
until it obtains a certificate of authority from the secretary of state.

2. The following activities, among others, do not constitute transacting
business within the meaning of subsection 1 of this section:

(1) Maintaining, defending, or settling any proceeding;

(2) Holding meetings of the board of directors or shareholders or
carrying on other activities concerning internal corporate affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange, and
registration of the corporation's own securities or maintaining trustees
or depositories with respect to those securities;

(5) Creating or acquiring indebtedness, mortgages, and security interests
in real or personal property;

(6) Securing or collecting debts or enforcing mortgages and security
interests in property securing the debts;

(7) Conducting an isolated transaction that is completed within thirty
days and that is not one in the course of repeated transactions of a like
nature;

(8) Transacting business in interstate commerce.

3. The list of activities in subsection 2 of this section is not
exhaustive. (L. 1990 H.B. 1432)

CROSS REFERENCE: Foreign registered limited liability partnership not
deemed to be transacting business in this state under corporate laws,
RSMo 347.163

1. A foreign corporation transacting business in this state
without a certificate of authority may not maintain a proceeding in any
court in this state until it obtains a certificate of authority.

2. The successor to a foreign corporation that transacted business in
this state without a certificate of authority and the assignee of a cause
of action rising out of that business may not maintain a proceeding based
on that cause of action in any court in this state until the foreign
corporation or its successor obtains a certificate of authority.

3. A court may stay a proceeding commenced by a foreign corporation, its
successor, or assignee until it determines whether the foreign
corporation or its successor requires a certificate of authority. If it
so determines, the court may further stay the proceeding until the
foreign corporation or its successor obtains the certificate.

4. Every foreign corporation now doing business in or which may hereafter
do business in this state without a certificate of authority shall be
subject to a fine of not less than one thousand dollars to be recovered
before any court of competent jurisdiction; and it is hereby made the
duty of the secretary of state immediately after August first, of each
year, and as often thereafter as he may be advised that corporations are
doing business in contravention of sections 351.572 to 351.604, to report
the fact to the prosecuting attorney of any city or county in which the
corporation is doing business, and the prosecuting attorney shall, as
soon thereafter as is practicable, institute proceedings to recover the
fine herein provided for, which shall go into the school moneys fund as
provided by law; in addition to which penalty, no foreign corporation,
failing to comply with this chapter, can maintain any suit or action,
either legal or equitable, in any of the courts of this state, upon any
demand, whether arising out of contract or* tort, while the requirements
of sections 351.572 to 351.604 have not been complied with.

5. Notwithstanding subsections 1 and 2 of this section, the failure of a
foreign corporation to obtain a certificate of authority does not impair
the validity of its corporate acts or prevent it from defending any
proceeding in this state. (L. 1990 H.B. 1432)

*Word "of" appears in original rolls.

1. A foreign corporation may apply for a certificate of
authority to transact business in this state by delivering an application
to the secretary of state for filing. The application must set forth:

(1) The name of the foreign corporation or, if its name is unavailable
for use in this state, a corporate name that satisfies the requirements
of section 351.584;

(2) The name of the state or country under whose law it is incorporated;

(3) Its date of incorporation and period of duration;

(4) The street address of its principal office;

(5) The address of its registered office in this state and the name of
its registered agent at that office;

(6) The names and usual business addresses of its current directors and
officers; and

(7) Such other information as the secretary of state shall determine is
necessary to calculate any fees or taxes associated with the issuance of
a certificate of authority under section 351.572.

2. The foreign corporation shall deliver with the completed application a
certificate of existence, or a document of similar import, duly
authenticated by the secretary of state or other official having custody
of corporate records in the state or country under whose law it is
incorporated. Such corporation shall be required to pay into the state
treasury a fee of one hundred fifty dollars for issuing the certificate
of authority to do business in this state. (L. 1990 H.B. 1432)

1. A foreign corporation authorized to transact business in this
state shall obtain an amended certificate of authority from the secretary
of state if it changes:

(1) Its corporate name;

(2) The period of its duration; or

(3) The state or country of its incorporation.

2. The requirements of section 351.576 for obtaining an original
certificate of authority apply to obtaining an amended certificate under
this section. (L. 1990 H.B. 1432)

1. A certificate of authority authorizes the foreign corporation
to which it is issued to transact business in this state subject,
however, to the right of the state to revoke the certificate as provided
in this chapter.

2. A foreign corporation with a valid certificate of authority has the
same but no greater rights and has the same but no greater privileges as,
and except as otherwise provided by this chapter, is subject to the same
duties, restrictions, penalties, and liabilities now or later imposed on,
a domestic corporation of like character.

3. This chapter does not authorize this state to regulate the
organization or internal affairs of a foreign corporation authorized to
transact business in this state. (L. 1990 H.B. 1432)

1. If the corporate name of a foreign corporation does not
satisfy the requirements of section 351.110, the foreign corporation to
obtain or maintain a certificate of authority to transact business in
this state:

(1) May add the word "corporation", "incorporated", "company", or
"limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." to its
corporate name for use in this state; or

(2) May use a fictitious name to transact business in this state if its
real name is unavailable and it delivers to the secretary of state for
filing a copy of the resolution of its board of directors, certified by
its secretary, adopting the fictitious name and such name satisfies the
requirements of section 351.110.

2. Except as authorized by subsections 3 and 4 of this section, the
corporate name, including a fictitious name, of a foreign corporation
shall be distinguishable from:

(1) The corporate name of a corporation incorporated or authorized to
transact business in this state;

(2) A corporate name reserved or registered under section 351.115;

(3) The fictitious name of another foreign corporation authorized to
transact business in this state;

(4) The corporate name of a not-for-profit corporation incorporated or
authorized to transact business in this state;

(5) The partnership name of a limited partnership or limited liability
company formed pursuant to chapter 347, RSMo, and chapter 359, RSMo;

(6) A partnership name reserved or registered under chapter 359, RSMo;

(7) The partnership name of a foreign limited partnership or foreign
limited liability company authorized to transact business in this state
or registered pursuant to the provisions of chapter 347, RSMo, and
chapter 359, RSMo.

3. A foreign corporation may apply to the secretary of state for
authorization to use in this state the name of another corporation,
incorporated or authorized to transact business in this state, that is
not distinguishable upon his records from the name applied for. The
secretary of state shall authorize use of the name applied for if:

(1) The other corporation consents to the use in writing and submits an
undertaking in form satisfactory to the secretary of state to change its
name to a name that is distinguishable upon the records of the secretary
of state from the name of the applying corporation; or

(2) The applicant delivers to the secretary of state a certified copy of
a final judgment of a court of competent jurisdiction establishing the
applicant's right to use the name applied for in this state.

4. A foreign corporation may use in this state the name, including the
fictitious name, of another domestic or foreign corporation that is used
in this state if the other corporation is incorporated or authorized to
transact business in this state, and the foreign corporation:

(1) Has merged with the other corporation;

(2) Has been formed by reorganization of the other corporation; or

(3) Has acquired all or substantially all of the assets, including the
corporate name, of the other corporation.

5. If a foreign corporation authorized to transact business in this state
changes its corporate name to one that does not satisfy the requirements
of section 351.110, it may not transact business in this state under the
changed name until it adopts a name satisfying the requirements of
section 351.110 and obtains an amended certificate of authority under
section 351.578. (L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20)

Effective 12-1-93

Each foreign corporation authorized to transact business in this
state shall continuously maintain in this state:

(1) A registered office that may be the same as any of its places of
business; and

(2) A registered agent, who may be:

(a) An individual who resides in this state and whose business office is
identical with the registered office;

(b) A domestic corporation or not-for-profit domestic corporation whose
business office is identical with the registered office; or

(c) A foreign corporation or foreign not-for-profit corporation
authorized to transact business in this state whose business office is
identical with the registered office. (L. 1990 H.B. 1432)

1. A foreign corporation authorized to transact business in this
state may change its registered office or registered agent by delivering
to the secretary of state for filing a statement of change that sets
forth:

(1) Its name;

(2) The street address of its current registered office;

(3) If the current registered office is to be changed, the street address
of its new registered office;

(4) The name of its current registered agent;

(5) If the current registered agent is to be changed, the name of its new
registered agent and the new agent's written consent, either on the
statement or attached to it, to the appointment; and

(6) That after the change or changes are made, the street addresses of
its registered office and the business office of its registered agent
will be identical.

2. If a registered agent changes the street address of his business
office, he may change the street address of the registered office of any
foreign corporation for which he is the registered agent by notifying the
corporation in writing of the change and signing, either manually or in
facsimile, and delivering to the secretary of state for filing a
statement of change that complies with the requirements of subsection 1
of this section and recites that the corporation has been notified of the
change. (L. 1990 H.B. 1432)

1. The registered agent of a foreign corporation may resign his
agency appointment by signing and delivering to the secretary of state
for filing the original and two exact or conformed copies of a statement
of resignation. The statement of resignation may include a statement that
the registered office is also discontinued.

2. After filing the statement, the secretary of state shall attach the
filing receipt to one copy, and mail the copy and receipt to the
registered office if not discontinued. The secretary of state shall mail
the other copy to the foreign corporation at its principal office address
shown in its most recent annual report.

3. The agency appointment is terminated, and the registered office
discontinued if so provided, on the thirty-first day after the date on
which the statement was filed. (L. 1990 H.B. 1432)

1. The registered agent of a foreign corporation authorized to
transact business in this state is the corporation's agent for service of
process, notice, or demand required or permitted by law to be served on
the foreign corporation.

2. A foreign corporation may be served by registered or certified mail,
return receipt requested, addressed to the secretary of the foreign
corporation at its principal office shown in its application for a
certificate of authority or in its most recent annual report, if the
foreign corporation:

(1) Has no registered agent or its registered agent cannot with
reasonable diligence be served;

(2) Has withdrawn from transacting business in this state as provided in
section 351.596; or

(3) Has had its certificate of authority revoked under section 351.602.

If the corporation has no secretary or if the secretary cannot, after the
exercise of reasonable diligence, be served, then service on the
corporation may be obtained by registered or certified mail, return
receipt requested, addressed to any person designated as a director or
officer of the corporation at any place of business of the corporation,
or at the residence of or any usual business address of such director or
officer.

3. Service is perfected as provided in subsection 2 of this section at
the earliest of:

(1) The date the foreign corporation receives the mail;

(2) The date shown on the return receipt, if signed on behalf of the
foreign corporation; or

(3) Five days after its deposit in the United States mail, as evidenced
by the postmark, if mailed postpaid and correctly addressed.

4. This section does not prescribe the only means, or necessarily the
required means, of serving a foreign corporation. (L. 1990 H.B. 1432)

1. A foreign corporation authorized to transact business in this
state may not withdraw from this state until it obtains a certificate of
withdrawal from the secretary of state.

2. A foreign corporation authorized to transact business in this state
may apply for a certificate of withdrawal by delivering an application to
the secretary of state for filing. The application must set forth:

(1) The name of the foreign corporation and the name of the state or
country under whose law it is incorporated;

(2) That it is not transacting business in this state, and that it
surrenders its authority to transact business in this state or that it
will not be transacting business in this state because of a merger or
dissolution and that it surrenders its authority to transact business in
this state on a certain delayed effective date as provided for in
subsection 2 of section 351.048;

(3) That it revokes the authority of its registered agent to accept
service on its behalf and appoints the secretary of state as its agent
for service of process in any proceeding based on a cause of action
arising during the time it was authorized to transact business in this
state;

(4) A mailing address to which the secretary of state may mail a copy of
any process served on him pursuant to subdivision (3) of this subsection;
and

(5) A commitment to notify the secretary of state for a period of five
years after the effective date of the withdrawal of any change in its
mailing address.

3. After the withdrawal of the corporation is effective, service of
process on the secretary of state pursuant to this section is service on
the foreign corporation. Upon receipt of process, the secretary of state
shall mail a copy of the process to the foreign corporation at the
mailing address set forth pursuant to subsection 2 of this section. (L.
1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1998 S.B. 680)

The secretary of state may commence a proceeding pursuant to
section 351.602 to revoke the certificate of a foreign corporation
authorized to transact business in this state if:

(1) The foreign corporation does not deliver its annual report to the
secretary of state within thirty days after it is due;

(2) The foreign corporation fails to pay any final assessment of Missouri
corporation franchise tax, as provided in chapter 147, RSMo, and the
director of revenue has notified the secretary of state of such failure;

(3) The foreign corporation is without a registered agent or registered
office in this state for thirty days or more;

(4) The foreign corporation does not inform the secretary of state
pursuant to section 351.588 or 351.592 that its registered agent or
registered office has changed, that its registered agent has resigned, or
that its registered office has been discontinued within thirty days of
the change, resignation, or discontinuance;

(5) An incorporator, director, officer, or agent of the foreign
corporation signed a document the person knew was false in any material
respect with intent that the document be delivered to the secretary of
state for filing;

(6) The secretary of state receives a duly authenticated certificate from
the secretary of state or other official having custody of corporate
records in the state or country under whose law the foreign corporation
is incorporated stating that it has been dissolved or has disappeared as
the result of a merger;

(7) The foreign corporation fails to pay any final assessment of employer
withholding tax, as provided in sections 143.191 to 143.265, RSMo, and
the director of revenue has notified the secretary of state of such
failure; or

(8) The foreign corporation fails to pay any final assessment of sales
and use taxes, as provided in chapter 144, RSMo, and the director of
revenue has notified the secretary of state of such failure. (L. 1990
H.B. 1432, A.L. 1991 H.B. 219, A.L. 1999 H.B. 516)

Effective 1-1-00

1. If the secretary of state determines that one or more grounds
exist under section 351.598 for revocation of a certificate of authority,
he shall serve the foreign corporation with written notice of his
determination as provided in section 351.594.

2. If the foreign corporation does not correct each ground for revocation
or demonstrate to the reasonable satisfaction of the secretary of state
that each ground determined by the secretary of state does not exist
within sixty days after service of the notice is perfected under section
351.594, the secretary of state may revoke the foreign corporation's
certificate of authority by signing a certificate of revocation that
recites the ground or grounds for revocation and its effective date. The
secretary of state shall file the original of the certificate and serve a
copy on the foreign corporation as provided in section 351.594.

3. The authority of a foreign corporation to transact business in this
state ceases on the date shown on the certificate revoking its
certificate of authority.

4. The secretary of state's revocation of a foreign corporation's
certificate of authority appoints the secretary of state the foreign
corporation's agent for service of process in any proceeding based on a
cause of action which arose during the time the foreign corporation was
authorized to transact business in this state. Service of process on the
secretary of state under this subsection is service on the foreign
corporation. Upon receipt of process, the secretary of state shall mail a
copy of the process to the secretary of the foreign corporation at its
principal office shown in its most recent annual report or in any
subsequent communication received from the corporation specifically
advising the secretary of state of the current mailing address of its
principal office, or, if none are on file, in its application for a
certificate of authority.

5. Revocation of a foreign corporation's certificate of authority does
not terminate the authority of the registered agent of the corporation.
(L. 1990 H.B. 1432)

1. A foreign corporation may apply to the secretary of state for
reinstatement. The application shall:

(1) Recite the name of the corporation and the effective date of its
administrative revocation;

(2) State that the ground or grounds for revocation either did not exist
or have been eliminated;

(3) State that the corporation's name satisfies the requirements of
section 351.110;

(4) Contain a certificate from the department of revenue reciting that
all taxes owed by the corporation have been paid or a tax payback plan
has been arranged with the department of revenue; and

(5) Contain a reinstatement fee in the amount of fifty dollars plus any
delinquent fees, penalties and charges that might have accrued.

2. If the secretary of state determines that the application contains the
information and fees required by subsection 1 of this section and that
the information and fees are correct, he shall cancel the certificate of
revocation and prepare a certificate of reinstatement that recites his
determination and the effective date of reinstatement, file the original
of the certificate, and give notice to the corporation.

3. A foreign corporation may appeal the secretary of state's revocation
of its certificate of authority as provided under section 351.670. The
foreign corporation appeals by petitioning the court to set aside the
revocation and attaching to the petition copies of its certificate of
authority and the secretary of state's certificate of revocation.

4. The court may summarily order the secretary of state to reinstate the
certificate of authority or may take any other action the court considers
appropriate.

5. The court's final decision may be appealed as in other civil
proceedings. (L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1998 H.B. 1216
merged with S.B. 844)

Effective 7-9-98

Whenever a foreign corporation authorized to transact business
in this state is a party to a statutory merger with any other foreign
corporation as permitted by the laws of the state or** country under
which it is organized, and such corporation is the surviving corporation,
it shall file with the secretary of state a certificate showing the
effective date of the merger issued by the proper officer of the state or
country of the surviving corporation. It shall not be necessary for the
corporation to procure either a new or an amended certificate of
authority to transact business in this state unless the corporate name,
corporate duration or the state of incorporation has changed. (L. 1991
H.B. 219 § 2)

Effective 5-29-91

*Transferred 1992; formerly 356.222

**Word "of" appears in original rolls.

Notwithstanding any provision of law to the contrary in this or
any other chapter, no foreign corporation doing business in this state
shall be required to obtain prior approval of any state agency to
acquire, directly or indirectly, the stock or bonds of another foreign
corporation incorporated for, or engaged in, the same or a similar
business which does not conduct business in this state. Nothing herein
shall be construed to limit or impair any state agency from exercising
any lawful authority as may be necessary to protect the interests of the
public in this state with respect to any such acquisition. This provision
is enacted in part to clarify and specify the law existing prior to
August 28, 2001. (L. 2001 S.B. 288)

Effective 7-1-01

Whenever any notice whatever is required to be given under the
provisions of this chapter or under the provisions of the articles of
incorporation or bylaws of any corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the
giving of such notice. (L. 1943 p. 410 § 167)

1. The secretary of state shall, upon receipt of a written or
electronic request and a fee of five dollars, furnish to the person or
governmental agency so requesting an abstract of the corporate or
registration record of any business entity registered in the secretary of
state's office. Such abstract shall be in concise form and may contain
the information contained in one or more annual corporation registration
reports or any other document filed by the corporation. The abstract
shall contain:

(1) The name of the business entity;

(2) The principal place of business, if known;

(3) The registered agent and registered office; and

(4) The current status of the business entity.

2. The secretary of state shall certify an abstract of such record upon
written request therefor. The fee for such certification shall be five
dollars in addition to the fee required for furnishing an abstract record
as provided in subsection 1 of this section. The certification shall be
made under the seal of the office of the secretary of state.

3. The secretary of state shall also, in accordance with rules
promulgated by him, make available for public inspection and copying
during regular office hours all papers filed in the office of secretary
of state relative to any corporation or business concern the filings of
which are administered by him.

4. No fee as herein provided shall apply to any agency or department of
the state of Missouri.

5. The secretary of state shall furnish without charge information over
the phone concerning corporate status, registered agent and incorporation
date and withdrawal date only of any corporation licensed to do business
in this state.

6. The secretary of state may in his discretion make a preclearance
examination and report upon any document proposed to be filed with the
secretary of state, and may charge a fee therefor not in excess of fifty
dollars.

7. After initial incorporation the secretary of state may at his
discretion permit the filing of any certificate or other paper without
first requiring payment of the fees required by any provision of this
chapter. (L. 1969 H.B. 422, A.L. 1975 S.B. 14, A.L. 1978 S.B. 755, A.L.
1986 H.B. 1436, A.L. 2004 H.B. 1664)

Except as otherwise provided in this chapter, the secretary of
state shall charge and collect for:

(1) Filing application for reservation of a corporate name, twenty
dollars;

(2) Filing amendment to articles of incorporation or certificate of
authority and issuing a certificate of amendment or amended certificate
of authority, twenty dollars;

(3) Filing articles of merger or consolidation, twenty-five dollars plus
five dollars for each merging or consolidating Missouri corporation or
foreign corporation authorized to do business in Missouri over two in
number;

(4) Filing articles of dissolution, twenty dollars; filing articles of
liquidation, twenty dollars;

(5) Filing of revocation of articles of dissolution, twenty dollars;

(6) Filing of restated articles of incorporation, twenty dollars;

(7) Filing an application for withdrawal of a foreign corporation and
issuing a certificate of withdrawal, twenty dollars;

(8) Filing statement of change of address of registered office or change
of registered agent, or both, five dollars;

(9) Filing resignation of registered agent, five dollars;

(10) Certified copy of corporate record, in a written format fifty cents
per page plus five dollars for certification, or in an electronic format
five dollars for certification and copies;

(11) Furnishing certificate of corporate existence, five dollars;

(12) Furnishing certificate--others, twenty dollars;

(13) Filing evidence of merger by a foreign corporation, twenty dollars
plus one dollar for each additional foreign corporation authorized to do
business in Missouri over two;

(14) Filing evidence of dissolution by a foreign corporation, twenty
dollars. (L. 1978 S.B. 755, A.L. 1986 H.B. 1436, A.L. 2004 H.B. 1664)

In addition to the power and authority heretofore expressly
given the secretary of state by this chapter the secretary of state also
shall have such further power and authority as is reasonably necessary to
enable him to administer this chapter efficiently and to perform the
duties therein imposed upon him. (L. 1943 p. 410 § 170)

The secretary of state and supervisor of corporation
registration shall have power to examine the books and records of any
corporation to which this chapter applies, and it shall be the duty of
any officer or agent of such corporation to produce such books and
records for examination, on demand of the secretary of state or
supervisor of corporation registration; provided, that no person shall be
subject to any criminal prosecution on account of any matter or thing
which may be disclosed by the examination of any corporation books, or
records, which he may produce or exhibit for examination as herein
required; or on account of any matter or thing concerning which he may
make any voluntary and truthful statement in writing to the secretary of
state, or supervisor of corporation registration. All facts obtained in
the examination of the books and records of any corporation, or through
voluntary sworn statement of any officer, agent, or employee of any
corporation, shall be treated as confidential, except insofar as official
duty may require the disclosure of same; or when such facts are material
to any issue in any legal proceeding in which the secretary of state or
supervisor of corporation registration may be called as a witness, and,
if the secretary of state or supervisor of corporation registration
shall, except as herein provided, disclose any information relative to
the private accounts, affairs, and transactions of any such corporation,
he shall be deemed guilty of, and punished as for, a misdemeanor. The
statements as to assets and liabilities in this chapter required shall,
when filed with the secretary of state, be treated as confidential and he
shall not disclose any information in such statement contained, except to
a stockholder furnishing satisfactory proof of his ownership of stock in
the corporation concerning whose statement he seeks information or upon
the order of court when the contents of such statement as to assets and
liabilities are material to any issue in any action, civil or criminal,
pending in the court making the order, or to the attorney general when
required by him in the discharge of his official duties. (RSMo 1939 §
5095, A.L. 1943 p. 410 § 121)

Prior revisions: 1929 § 4623; 1919 § 9817

If the secretary of state shall fail to approve any articles of
incorporation, amendment, merger, consolidation or dissolution, or any
other document required by this chapter to be approved by the secretary
of state, before the same shall be filed in his office, he shall within
ten days after the delivery thereof to him give written notice of his
disapproval to the person or corporation, domestic or foreign, delivering
the same, specifying the reasons therefor. From such disapproval such
person or corporation may appeal to the circuit court of the county in
which the registered office of such corporation is or is proposed to be
situated by filing with the clerk of such court a petition setting forth
a copy of the articles or other documents sought to be filed and a copy
of the written disapproval thereof by the secretary of state, such
petition to be filed within thirty days after notice of such disapproval
shall have been given, and the matter shall be tried de novo by the
court, and the court shall either sustain the action of the secretary of
state or direct him to take such action as the court may deem proper. If
the secretary of state shall forfeit the certificate of authority to
transact business in this state of any foreign corporation pursuant to
the provisions of this chapter, such foreign corporation may likewise
appeal to the circuit court of the county where the registered office of
such corporation in this state is situated by filing with the clerk of
such court a petition setting forth a copy of its certificate of
authority to transact business in this state and a copy of the notice of
forfeiture given by the secretary of state, such petition to be filed
within thirty days after notice of said forfeiture shall have been given
by said secretary of state, and the matter shall be tried de novo by the
court, and the court shall either sustain the action of the secretary of
state or direct him to take such action as the court may deem proper. An
appeal from the circuit court in such a case shall be allowed as in civil
action. (L. 1943 p. 410 § 169)

All fees required to be paid to the state shall be remitted to
the director of revenue. (RSMo 1939 § 5110, A.L. 1943 p. 410 § 132, A.L.
1945 p. 711)

Prior revisions: 1929 § 4638; 1919 § 9832

The moneys arising from registration fees under this law shall
be deposited in the state treasury to the credit of the ordinary revenue
fund. (RSMo 1939 § 5107, A.L. 1943 p. 410 § 130, A. 1949 H.B. 2079)

Prior revisions: 1929 § 4635; 1919 § 9829

1. The secretary of state is hereby empowered to employ a
registration clerk, and such clerical help during the months of June,
July, August and September, of each year, as are necessary to administer
this law, and some suitable person, who is an attorney at law, as
supervisor of corporation registration, who shall, under the direction of
the secretary of state, aid in the supervision of the registration of
corporations.

2. The salary of the supervisor of corporation registration and
corporation attorneys and clerks shall be paid on warrants drawn upon the
ordinary revenues of the state, and all traveling expenses of the
secretary of state, or the supervisor of corporation registration, shall
be paid from the same source.

3. All attorneys employed pursuant to the provisions of this section
shall be duly licensed under the laws of this state. (RSMo 1939 § 5106,
A.L. 1943 p. 410 § 129, A.L. 1945 p. 696, A. 1949 H.B. 2079, A.L. 1959
H.B. 103, A.L. 1980 H.B. 1266)

Prior revisions: 1929 § 4634; 1919 § 9828

The provisions of this chapter shall be applicable to existing
corporations and corporations not formed pursuant to this chapter as
follows:

(1) Those provisions of this chapter requiring reports, registration
statements and the payment of taxes and fees, shall be applicable, to the
same extent and with the same effect, to all existing corporations,
domestic and foreign, which were required to make such reports and
registration statements and to pay such taxes and fees, prior to November
21, 1943;

(2) The provisions of this chapter shall be applicable to banks, trust
companies and safe deposit companies when such provisions relating to the
internal affairs of a corporation supplement the existing provisions of
chapter 362, RSMo, or when the provisions of chapter 362, RSMo, do not
deal with a matter involving the internal affairs of a corporation
organized pursuant to the provisions of chapter 362, RSMo, as well as
those provisions mentioned in subdivision (1) of this section, to the
extent applicable. For the purposes of this chapter, the "internal
affairs of a corporation" shall include, but not be limited to, matters
of corporate governance, director and officer liability, and financial
structure;

(3) No provisions of this chapter, other than those mentioned in
subdivision (1) of this section, and then only to the extent required by
the statutes pursuant to which they are incorporated, or other than the
provisions of section 351.347, or section 351.355, shall be applicable to
insurance companies, savings and loan associations, corporations formed
for benevolent, religious, scientific or educational purposes, and
nonprofit corporations;

(4) Only those provisions of this chapter which supplement the existing
laws applicable to railroad corporations, union stations, cooperative
companies for profit, credit unions, street railroads, telegraph and
telephone companies, booming and rafting companies, urban redevelopment
corporations, professional corporations, development finance
corporations, and loan and investment companies, and which are not
inconsistent with, or in conflict with the purposes of, or are not in
derogation or limitation of, such existing laws, shall be applicable to
the type of corporations mentioned above in this subdivision; and without
limiting the generality of the foregoing, those provisions of this
chapter which permit the issuance of shares without par value and the
amendment of articles of incorporation for such purpose shall be
applicable to railroad corporations, union stations, street railroads,
telegraph and telephone companies, and booming and rafting companies,
professional corporations, development finance corporations, and loan and
investment companies, and those provisions of this chapter mentioned in
subdivisions (1) and (2) of this section will apply to all corporations
mentioned in this subdivision; except that, the annual report and fee of
a professional corporation pursuant to section 356.211, RSMo, shall
suffice in lieu of the annual registration and fee required of a business
corporation;

(5) All of the provisions of this chapter to the extent provided shall
apply to all other corporations existing pursuant to general laws of this
state enacted prior to November 21, 1943, and not specifically mentioned
in subdivisions (1), (2) and (3) of this section. (L. 1943 p. 410 § 171,
A.L. 1945 p. 696, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1986 H.B.
1230, A.L. 1987 H.B. 349, A.L. 1990 H.B. 1361, A.L. 2000 S.B. 896)

All rights, privileges, immunities and franchises vested or
accrued under the provisions of any law in force prior to the enactment
of this chapter, and all pending suits and rights of action conferred
shall not be impaired, diminished or affected hereby, or by the repeal of
any such prior laws. Any liability or penalty incurred under prior laws
prior to the repeal thereof shall not be impaired, diminished or affected
hereby. All acts and laws not expressly repealed hereby shall continue in
full force and effect. (L. 1943 p. 410 § 174)

The general assembly shall at all times have power to prescribe
such regulations, provisions and limitations as it may deem advisable,
which regulations, provisions and limitations shall be binding upon any
and all corporations, domestic or foreign, subject to the provisions of
this chapter, and the general assembly shall have power to amend, repeal
or modify this chapter at pleasure; provided, however, that the repeal of
this chapter shall not affect any right accrued or established or any
liability or penalty incurred under the provisions of such law prior to
the repeal thereof. (L. 1943 p. 410 § 175)

That nothing in this law contained shall be held to exempt any
corporation from any of the fines and penalties prescribed by chapter
416, RSMo, relating to pools, trusts, conspiracies and discriminations.
(RSMo 1939 § 5111, A.L. 1943 p. 410 § 133)

Prior revisions: 1929 § 4639; 1919 § 9833

If any officer, or agent, of any such corporation shall refuse
the demand of the secretary of state, or supervisor of corporations, to
exhibit the books and records of such corporation for examination, he, or
they, shall be deemed guilty of a misdemeanor and upon conviction thereof
punished as in this chapter provided. (RSMo 1939 § 5104, A.L. 1943 p. 410
§ 127)

Prior revisions: 1929 § 4632; 1919 § 9826

1. A person commits an offense if he signs a document provided
for in this chapter which he knows is false in any material respect with
intent that the document be delivered to the secretary of state for
filing.

2. A violation of this section is a class A misdemeanor. (L. 1990 H.B.
1432)

For violation of any provisions of this chapter for which no
other penalty is provided, the person violating shall be deemed guilty of
a misdemeanor and upon conviction punished as provided in section
351.720. (RSMo 1939 § 5109, A.L. 1943 p. 410 § 131)

Prior revisions: 1929 § 4637; 1919 § 9831

Any person convicted of a misdemeanor for violation of any of
the provisions of this chapter shall be punished by a fine of not less
than one hundred dollars nor more than one thousand dollars, or by
imprisonment in the county jail for a term of not less than thirty days
nor more than six months, or by both such fine and imprisonment. (RSMo
1939 § 5112, A.L. 1943 p. 410 § 134)

Prior revisions: 1929 § 4640; 1919 § 9834

1. The provisions of this chapter apply to statutory close
corporations to the extent not inconsistent with the provisions of
sections 351.750 to 351.865.

2. Sections 351.750 to 351.865 apply to professional corporations
organized pursuant to chapter 356, RSMo, whose articles of incorporation
contain the statement required by subsection 1 of section 351.755, except
insofar as chapter 356, RSMo, contains inconsistent provisions.

3. Sections 351.750 to 351.865 do not repeal or modify any statute or
rule of law that is or would apply to a corporation that is organized
pursuant to this chapter or chapter 356, RSMo, and that does not elect to
become a statutory close corporation pursuant to section 351.755.

4. Sections 351.750 to 351.865 apply to all corporations electing
statutory close corporation status as provided in section 351.755 after
August 28, 1990, and are controlling in the absence of a valid agreement
to the contrary. (L. 1990 H.B. 1432, A.L. 1996 S.B. 835)

1. A statutory close corporation is a corporation whose articles
of incorporation contain a statement that the corporation is a statutory
close corporation.

2. A corporation having fifty or fewer shareholders may become a
statutory close corporation by amending its articles of incorporation to
include the statement required by subsection 1 of this section. The
amendment shall be approved by the holders of at least two-thirds of the
votes of each class or series of shares of the corporation, voting as a
class or series, whether or not otherwise entitled to vote on amendments.
If the amendment is adopted, a shareholder who voted against the
amendment is entitled to assert dissenters' rights under sections 351.870
to 351.930.

3. The articles of incorporation of a statutory close corporation may set
forth the qualifications of shareholders, either by specifying classes of
persons who shall be entitled to be holders of record of shares of any
class, or by specifying classes of persons who shall not be entitled to
be holders of record of shares of any class, or both. (L. 1990 H.B. 1432)

1. The following statement shall appear conspicuously on each
share certificate issued by a statutory close corporation:

The rights of shareholders in a statutory close

corporation may differ materially from the

rights of shareholders in other corporations.

Copies of the articles of incorporation and

bylaws, shareholders' agreements, and other

documents, any of which may restrict transfers

and affect voting and other rights, may be

obtained by a shareholder on written request to

the corporation.

2. Within a reasonable time after the issuance or transfer of
uncertificated shares, the corporation shall send to the shareholders a
written notice containing the information required by subsection 1 of
this section.

3. The notice required by this section satisfies all requirements of
sections 351.750 to 351.865 that notice of share transfer restrictions be
given.

4. A person claiming an interest in shares of a statutory close
corporation which has complied with the notice requirement of this
section is bound by the documents referred to in the notice. A person
claiming an interest in shares of a statutory close corporation which has
not complied with the notice requirement of this section is bound by any
documents of which he, or a person through whom he claims, has knowledge
or notice.

5. A corporation shall provide to any shareholder, upon his written
request and without charge, copies of provisions that restrict transfer
or affect voting or other rights of shareholders appearing in articles of
incorporation, bylaws, or shareholders' or voting trust agreements filed
with the corporation. (L. 1990 H.B. 1432)

1. An interest in shares of a statutory close corporation may
not be voluntarily or involuntarily transferred, by operation of law or
otherwise, except to the extent permitted by the articles of
incorporation or under the provisions of section 351.770.

2. Except to the extent the articles of incorporation provide otherwise,
this section does not apply to a transfer:

(1) To the corporation or to any other holder of the same class or series
of shares;

(2) To members of the shareholder's immediate family, or to a trust, all
of whose beneficiaries are members of the shareholder's immediate family,
which immediate family consists of his spouse, parents, lineal
descendants, including adopted children and stepchildren, and the spouse
of any lineal descendant, and brothers and sisters;

(3) That has been approved in writing by all of the holders of the
corporation's shares having general voting rights;

(4) To an executor or administrator upon the death of a shareholder or to
a trustee or receiver as the result of a bankruptcy, insolvency,
dissolution, or similar proceeding brought by or against a shareholder;

(5) By merger or consolidation under the provisions of sections 351.410
to 351.459 or an exchange of existing shares for other shares of a
different class or series in the corporation;

(6) By a pledge as collateral for a loan that does not grant the pledgee
any voting rights possessed by the pledgor; or

(7) Made after termination of the corporation's status as a statutory
close corporation. (L. 1990 H.B. 1432)

1. A person desiring to transfer shares of a statutory close
corporation subject to the transfer prohibition of section 351.765 shall
first offer them to the corporation after obtaining an offer to purchase
the shares for cash from a third person who is eligible to purchase the
shares under subsection 2 of this section. The offer by the third person
must be in writing and state the offeror's name and address, the number
and class, or series, of shares offered, the offering price per share,
and the other terms of the offer.

2. A third person is eligible to purchase the shares if:

(1) He is eligible to become a qualified shareholder under any federal or
state tax statute the corporation has adopted and he agrees in writing
not to terminate his qualification without the approval of the remaining
shareholders; and

(2) His purchase of the shares will not impose a personal holding company
tax or similar federal or state penalty tax on the corporation.

3. The person desiring to transfer shares shall deliver the offer to the
corporation, and by doing so offers to sell the shares to the corporation
on the terms of the offer. Within twenty days after the corporation
receives the offer, the corporation shall call a special shareholders'
meeting, to be held not more than forty days after the call, to decide
whether the corporation should purchase all, but not less than all, of
the offered shares. The offer must be approved by the affirmative vote of
the holders of a majority of votes entitled to be cast at the meeting,
excluding votes in respect of the shares covered by the offer.

4. The corporation shall deliver to the offering shareholder written
notice of acceptance within seventy-five days after receiving the offer
or the offer is rejected. If the corporation makes a counteroffer, the
shareholder shall deliver to the corporation written notice of acceptance
within fifteen days after receiving the counteroffer or the counteroffer
is rejected. If the corporation accepts the original offer or the
shareholder accepts the corporation's counteroffer, the shareholder shall
deliver to the corporation duly endorsed certificates for the shares, or
instruct the corporation in writing to transfer the shares if
uncertificated, within twenty days after the effective date of the notice
of acceptance. The corporation may specifically enforce the shareholder's
delivery or instruction obligation under this subsection.

5. A corporation accepting an offer to purchase shares under this section
may allocate some or all of the shares to one or more of its shareholders
or to other persons if all the shareholders voting in favor of the
purchase approve the allocation. If the corporation has more than one
class or series of shares, however, the remaining holders of the class or
series of shares being purchased are entitled to a first option to
purchase the shares not purchased by the corporation in proportion to
their shareholdings or in some other proportion agreed to by all the
shareholders participating in the purchase.

6. If an offer to purchase shares under this section is rejected, the
offering shareholder, for a period of one hundred twenty days after the
corporation received his offer, is entitled to transfer to the third
person offeror all, but not less than all, of the offered shares in
accordance with the terms of his offer to the corporation. (L. 1990 H.B.
1432)

1. An attempt to transfer shares in a statutory close
corporation in violation of a prohibition against transfer binding on the
transferee is ineffective.

2. An attempt to transfer shares in a statutory close corporation in
violation of a prohibition against transfer that is not binding on the
transferee, either because the notice required by section 351.760 was not
given or because the prohibition is held unenforceable by a court, gives
the corporation an option to purchase the shares from the transferee for
the same price and on the same terms that he purchased them. To exercise
its option, the corporation shall give the transferee written notice
within thirty days after they are presented for registration in the
transferee's name. The corporation may specifically enforce the
transferee's sale obligation upon exercise of its purchase option. (L.
1990 H.B. 1432)

1. This section and sections 351.785 to 351.790 apply to a
statutory close corporation only if so provided in its articles of
incorporation. If these sections apply, the executor or administrator of
the estate of a deceased shareholder may require the corporation to
purchase or cause to be purchased all, but not less than all, of the
decedent's shares or to be dissolved.

2. The provisions of sections 351.785 to 351.790 may be modified only if
the modification is set forth or referred to in the articles of
incorporation.

3. An amendment to the articles of incorporation to provide for
application of sections 351.785 to 351.790, or to modify or delete the
provisions of these sections, shall be approved by the holders of at
least two-thirds of the votes of each class or series of shares of the
statutory close corporation, voting as separate classes or series,
whether or not otherwise entitled to vote on amendments. If the
corporation has no shareholders when the amendment is proposed, it shall
be approved by at least two-thirds of the subscribers for shares, if any,
or, if none, by all of the incorporators.

4. A shareholder who votes against an amendment to modify or delete the
provisions of sections 351.785 to 351.790 is entitled to dissenters'
rights under sections 351.870 to 351.930, if the amendment upon adoption
terminates or substantially alters his existing rights under these
sections to have his shares purchased.

5. A shareholder may waive his and his estate's rights under sections
351.785 to 351.790 by a signed writing.

6. Sections 351.785 to 351.790 do not prohibit any other agreement
providing for the purchase of shares upon a shareholder's death, nor do
they prevent a shareholder from enforcing any remedy he has independent
of these sections. (L. 1990 H.B. 1432)

1. A person entitled and desiring to exercise the compulsory
purchase right described in section 351.780 shall deliver a written
notice to the corporation, within one hundred twenty days after the death
of the shareholder, describing the number and class or series of shares
beneficially owned by the decedent and requesting that the corporation
offer to purchase the shares.

2. Within twenty days after the effective date of the notice, the
corporation shall call a special shareholders' meeting to be held not
more than forty days after the call, to decide whether the corporation
should offer to purchase the shares. A purchase offer shall be approved
by the affirmative vote of the holders of a majority of votes entitled to
be cast at the meeting, excluding votes in respect to the shares covered
by the notice.

3. The corporation shall deliver a purchase offer to the person
requesting it within seventy-five days after the effective date of the
request notice. A purchase offer shall be accompanied by the
corporation's balance sheet as of the end of a fiscal year ending not
more than sixteen months before the effective date of the request notice,
an income statement for that year, a statement of changes in
shareholders' equity for that year, and the latest available interim
financial statements, if any. The person shall accept the purchase offer
in writing within fifteen days after receiving it or the offer is
rejected.

4. A corporation agreeing to purchase shares under this section may
allocate some or all of the shares to one or more of its shareholders or
to other persons if all the shareholders voting in favor of the purchase
offer approve the allocation. If the corporation has more than one class
or series of shares, however, the remaining holders of the class or
series of shares being purchased are entitled to a first option to
purchase the shares not purchased by the corporation in proportion to
their shareholdings or in some other proportion agreed to by all the
shareholders participating in the purchase.

5. If price and other terms of a compulsory purchase of shares are fixed
or are to be determined by the articles of incorporation, bylaws, or a
written agreement, the price and terms so fixed or determined govern the
compulsory purchase unless the purchaser defaults, in which event the
seller is entitled to commence a proceeding for dissolution under the
provisions of section 351.790. (L. 1990 H.B. 1432)

1. If an offer to purchase shares made under section 351.785 is
rejected, or if no offer is made, the person exercising the compulsory
purchase right may commence a proceeding against the corporation to
compel the purchase in the circuit court of the county where the
corporation's principal office, or, if none in this state, its registered
office, is located. The corporation at its expense shall notify in
writing all of its shareholders, and any other person the court directs,
of the commencement of the proceeding. The jurisdiction of the court in
which the proceeding is commenced under this subsection is plenary and
exclusive.

2. The court shall determine the fair value of the shares subject to
compulsory purchase in accordance with the standards set forth in section
351.860 together with terms for the purchase. Upon making these
determinations the court shall order the corporation to purchase or cause
the purchase of the shares or empower the person exercising the
compulsory purchase right to have the corporation dissolved.

3. After the purchase order is entered, the corporation may petition the
court to modify the terms of purchase and the court may do so if it finds
that changes in the financial or legal ability of the corporation or
other purchaser to complete the purchase justify a modification.

4. If the corporation or other purchaser does not make a payment required
by the court's order within thirty days of its due date, the seller may
petition the court to dissolve the corporation and, absent a showing of
good cause for not making the payment, the court shall do so.

5. A person making a payment to prevent or cure a default by the
corporation or other purchaser is entitled to recover the payment from
the defaulter. (L. 1990 H.B. 1432)

1. All the shareholders of a statutory close corporation may
agree in writing to regulate the exercise of the corporate powers and the
management of the business and affairs of the corporation or the
relationship among the shareholders of the corporation.

2. An agreement authorized by this section is effective although:

(1) It eliminates a board of directors;

(2) It restricts the discretion of powers of the board of directors or
authorizes director proxies or weighted voting rights;

(3) Its effect is to treat the corporation as a partnership; or

(4) It creates a relationship among the shareholders or between the
shareholders and the corporation that would otherwise be appropriate only
among partners.

3. If the corporation has a board of directors, an agreement authorized
by this section restricting the discretion or powers of the board
relieves directors of liability imposed by law, and imposes that
liability on each person in whom the board's discretion or power is
vested, to the extent that the discretion or powers of the board of
directors are governed by the agreement.

4. A provision eliminating a board of directors in an agreement
authorized by this section is not effective unless the articles of
incorporation contain a statement to that effect as required by section
351.805.

5. A provision entitling one or more shareholders to dissolve the
corporation under section 351.845 is effective only if a statement of
this right is contained in the articles of incorporation.

6. To amend an agreement authorized by this section, all the shareholders
shall approve the amendment in writing unless the agreement provides
otherwise.

7. Subscribers for shares may act as shareholders with respect to an
agreement authorized by this section if shares were not issued when the
agreement was made.

8. This section does not prohibit any other agreement between or among
shareholders in a statutory close corporation. (L. 1990 H.B. 1432)

1. A statutory close corporation may operate without a board of
directors if its articles of incorporation contain a statement to that
effect.

2. An amendment to articles of incorporation eliminating a board of
directors shall be approved by all the shareholders of the corporation,
whether or not otherwise entitled to vote on amendments, or if no shares
have been issued, by all the subscribers for shares, if any, or if none,
by all the incorporators.

3. While a corporation is operating without a board of directors as
authorized by subsection 1 of this section:

(1) All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation managed under the
direction of, the shareholders;

(2) Unless the articles of incorporation provide otherwise, action
requiring director approval or both director and shareholder approval is
authorized if approved by the shareholders, and action requiring a
majority or greater percentage vote of the board of directors is
authorized if approved by the majority or greater percentage of the votes
of shareholders entitled to vote on the action;

(3) A shareholder is not liable for his act or omission, although a
director would be, unless the shareholder was entitled to vote on the
action;

(4) A requirement by a state or the United States that a document
delivered for filing contained a statement that specified action has been
taken by the board of directors is satisfied by a statement that a
corporation is a statutory close corporation without a board of directors
and that the action was approved by the shareholders;

(5) The shareholders by resolution may appoint one or more shareholders
to sign documents as "designated directors".

4. An amendment to articles of incorporation deleting the statement
eliminating a board of directors shall be approved by the holders of at
least two-thirds of the votes of each class or series of shares of the
corporation, voting as separate classes or series, whether or not
otherwise entitled to vote on amendments. The amendment shall also
specify the number, names, and addresses of the corporation's directors
or describe who will perform the duties of a board under section 351.310.
(L. 1990 H.B. 1432)

1. A statutory close corporation need not adopt bylaws if
provisions required by law to be contained in bylaws are contained in
either the articles of incorporation or a shareholder agreement
authorized by section 351.800.

2. If a corporation does not have bylaws when its statutory close
corporation status terminates under section 351.835, the corporation
shall immediately adopt bylaws under section 351.290. (L. 1990 H.B. 1432)

1. The annual meeting date for a statutory close corporation is
the first business day after May thirty-first unless its articles of
incorporation, bylaws, or a shareholder agreement authorized by section
351.800 fixes a different date.

2. A statutory close corporation need not hold an annual meeting unless
one or more shareholders deliver written notice to the corporation
requesting a meeting date determined under subsection 1 of this section.
(L. 1990 H.B. 1432)

Notwithstanding any law to the contrary, an individual who holds
more than one office in a statutory close corporation may execute,
acknowledge, or verify in more than one capacity any document required to
be executed, acknowledged, or verified by the holders of two or more
offices. (L. 1990 H.B. 1432)

The failure of a statutory close corporation to observe the
usual corporate formalities or requirements relating to the exercise of
its corporate powers or management of its business and affairs is not a
ground for imposing personal liability on the shareholders for
liabilities of the corporation. (L. 1990 H.B. 1432)

1. A plan of merger or consolidation:

(1) That if effected would terminate statutory close corporation status
shall be approved by the holders of at least two-thirds of the votes of
each class or series of shares of the statutory close corporation, voting
as separate classes or series, whether or not the holders are otherwise
entitled to vote on the plan;

(2) That if effected would create the surviving corporation as a
statutory close corporation shall be approved by the holders of at least
two-thirds of the votes of each class or series of shares of the
surviving corporation, voting as separate classes or series, whether or
not the holders are otherwise entitled to vote on the plan.

2. A sale, lease, exchange, or other disposition of all or substantially
all of the property, with or without the goodwill, of a statutory close
corporation, if not made in the usual and regular course of business,
shall be approved by the holders of at least two-thirds of the votes of
each class or series of shares of the corporation, voting as separate
classes or series, whether or not the holders are otherwise entitled to
vote on the transaction. (L. 1990 H.B. 1432)

1. A statutory close corporation may terminate its statutory
close corporation status by amending its articles of incorporation to
delete the statement that it is a statutory close corporation. If the
statutory close corporation has elected to operate without a board of
directors under section 351.805, the amendment shall either comply with
section 351.310 or delete the statement dispensing with the board of
directors from its articles of incorporation.

2. An amendment terminating statutory close corporation status shall be
approved by the holders of at least two-thirds of the votes of each class
or series of shares of the corporation, voting as separate classes or
series, whether or not the holders are otherwise entitled to vote on
amendments.

3. If an amendment to terminate statutory close corporation status is
adopted, each shareholder who voted against the amendment is entitled to
assert dissenters' rights under sections 351.870 to 351.930. (L. 1990
H.B. 1432)

1. A corporation that terminates its status as a statutory close
corporation is thereafter subject to all provisions of this chapter other
than sections 351.750 to 351.865 or, if incorporated under chapter 356,
RSMo, to all provisions of that law.

2. Termination of statutory close corporation status does not affect any
right of a shareholder or of the corporation under an agreement or the
articles of incorporation unless sections 351.750 to 351.865, chapter
356, RSMo, or another law of this state invalidates the right. (L. 1990
H.B. 1432)

1. The articles of incorporation of a statutory close
corporation may authorize one or more shareholders, or the holders of a
specified number of percentage of shares of any class or series, to
dissolve the corporation at will or upon the occurrence of a specified
event or contingency. The shareholder or shareholders exercising this
authority shall give written notice of the intent to dissolve to all the
other shareholders. Thirty-one days after the effective date of the
notice, the corporation shall begin to wind up and liquidate its business
and affairs and file articles of dissolution under sections 351.468 to
351.482.

2. Unless the articles of incorporation provide otherwise, an amendment
to the articles of incorporation to add, change, or delete the authority
to dissolve described in subsection 1 of this section shall be approved
by the holders of all the outstanding shares, whether or not otherwise
entitled to vote on amendments, or if no shares have been issued, by all
the subscribers for shares, if any, or if none, by all the incorporators.
(L. 1990 H.B. 1432)

1. Subject to satisfying the conditions of subsections 3 and 4
of this section, a shareholder of a statutory close corporation may
petition the circuit court for any of the relief described in section
351.855, 351.860 or 351.865 if:

(1) The directors or those in control of the corporation have acted, are
acting, or will act in a manner that is illegal, oppressive, fraudulent,
or unfairly prejudicial to the petitioner, whether in his capacity as
shareholder, director, or officer, of the corporation;

(2) The directors or those in control of the corporation are deadlocked
in the management of the corporation's affairs, the shareholders are
unable to break the deadlock, and the corporation is suffering or will
suffer irreparable injury or the business and affairs of the corporation
can no longer be conducted to the advantage of the shareholders generally
because of the deadlock; or

(3) There exists one or more grounds for judicial dissolution of the
corporation under section 351.494.

2. A shareholder shall commence a proceeding under subsection 1 of this
section in the circuit court of the county where the corporation's
principal office, or, if none in this state, its registered office, is
located. The jurisdiction of the court in which the proceeding is
commenced is plenary and exclusive.

3. If a shareholder has agreed in writing to pursue a nonjudicial remedy
to resolve disputed matters, he may not commence a proceeding under this
section with respect to the matters until he has exhausted the
nonjudicial remedy.

4. If a shareholder has dissenters' rights under sections 351.750 to
351.865 or sections 351.870 to 351.930 with respect to proposed corporate
action, he shall commence a proceeding under this section before he is
required to give notice of his intent to demand payment under section
351.890 or to demand payment under section 351.900 or the proceeding is
barred.

5. Except as provided in subsections 3 and 4 of this section, a
shareholder's right to commence a proceeding under this section and the
remedies available under sections 351.855 to 351.865 are in addition to
any other right or remedy he may have. (L. 1990 H.B. 1432)

If the court finds that one or more of the grounds for relief
described in subsection 1 of section 351.850 exist, it may order one or
more of the following types of relief:

(1) The performance, prohibition, alteration, or setting aside of any
action of the corporation or of its shareholders, directors, or officers
or of any other party to the proceeding;

(2) The cancellation or alteration of any provision in the corporation's
articles of incorporation or bylaws;

(3) The removal from office of any director or officer;

(4) The appointment of any individual as a director or officer;

(5) An accounting with respect to any matter in dispute;

(6) The appointment of a custodian to manage the business and affairs of
the corporation;

(7) The appointment of a provisional director, who has all the rights,
powers, and duties of a duly elected director, to serve for the term and
under the conditions prescribed by the court;

(8) The payment of dividends;

(9) The award of damages to any aggrieved party. (L. 1990 H.B. 1432)

1. If the court finds that the ordinary relief described in
subsection 1 of section 351.855 is or would be inadequate or
inappropriate, it may order the corporation dissolved under the
provisions of section 351.865 unless the corporation or one or more of
its shareholders purchase all the shares of the shareholder for their
fair value and on terms determined under subsection 2 of this section.

2. If the court orders a share purchase, it shall:

(1) Determine the fair value of the shares, considering among other
relevant evidence the going-concern value of the corporation, any
agreement among some or all of the shareholders fixing the price or
specifying a formula for determining share value for any purpose, the
recommendations of appraisers, if any, appointed by the court, and any
legal constraints on the corporation's ability to purchase the shares;

(2) Specify the terms of the purchase including, if appropriate, terms
for installment payments, subordination of the purchase obligation to the
rights of the corporation's other creditors, security for a deferred
purchase price, and a covenant* not to compete or other restriction on
the seller;

(3) Require the seller to deliver all his shares to the purchaser upon
receipt of the purchase price or the first installment of the purchase
price;

(4) Provide that after the seller delivers his shares he has no further
claim against the corporation, its directors, officers, or shareholders,
other than a claim to any unpaid balance of the purchase price and a
claim under any agreement with the corporation or the remaining
shareholders that is not terminated by the court; and

(5) Provide that if the purchase is not completed in accordance with the
specified terms, the corporation is to be dissolved under the provisions
of section 351.865.

3. After the purchase order is entered, any party may petition the court
to modify the terms of the purchase and the court may do so if it finds
that changes in the financial or legal ability of the corporation or
other purchaser to complete the purchase justify a modification.

4. If the corporation is dissolved because the share purchase was not
completed in accordance with the court's order, the selling shareholder
has the same rights and priorities in the corporation's assets as if the
sale had not been ordered. (L. 1990 H.B. 1432)

*Word "convenant" appears in original rolls.

1. The court may dissolve the corporation if it finds:

(1) There are one or more grounds for judicial dissolution under section
351.494; or

(2) All other relief ordered by the court under section 351.855 or
351.860 has failed to resolve the matters in dispute.

2. In determining whether to dissolve the corporation, the court shall
consider among other relevant evidence the financial condition of the
corporation but may not refuse to dissolve solely because the corporation
has accumulated earnings or current operating profits. (L. 1990 H.B. 1432)

In sections 351.870 to 351.930:

(1) "Beneficial shareholder" means the person who is a beneficial owner
of shares held in a voting trust or by a nominee as the record
shareholder;

(2) "Corporation" means a statutory close corporation at the time the
corporate action is taken and which is the issuer of the shares held by a
dissenter before the corporate action, or the surviving or acquiring
corporation by merger or consolidation of that issuer;

(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 351.875 and who exercises that right when
and in the manner required by sections 351.885 to 351.925;

(4) "Fair value", with respect to a dissenter's shares, means the value
of the shares immediately before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion
would be inequitable;

(5) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on
file with a corporation;

(6) "Shareholder" means the record shareholder or the beneficial
shareholder. (L. 1990 H.B. 1432)

1. A shareholder is entitled to dissent from, and obtain payment
of the fair value of his shares in the event of, any of the following
corporate actions:

(1) Consummation of a plan of merger to which the corporation is a party
if shareholder approval is required for the merger by law or the articles
of incorporation and the shareholder is entitled to vote on the merger;
or if the corporation is a subsidiary that is merged with its parent
under the provisions of section 351.447;

(2) Consummation of a sale or exchange of all, or substantially all, of
the property of the corporation other than in the usual and regular
course of business, if the shareholder is entitled to vote on the sale or
exchange, including a sale in dissolution, but not including a sale
pursuant to court order or a sale for cash pursuant to a plan by which
all or substantially all of the net proceeds of the sale will be
distributed to the shareholders within one year after the date of sale;

(3) An amendment of the articles of incorporation that materially and
adversely affects rights in respect of a dissenter's share because it:

(a) Alters or abolishes a preferential right of the shares;

(b) Creates, alters or abolishes a right in respect of redemption,
including a provision respecting a sinking fund for the redemption or
repurchase, of the shares;

(c) Alters or abolishes a preemptive right of the holder of the shares to
acquire shares or other securities; or

(d) Excludes or limits the right of the shares to vote on any matter, or
to cumulate votes, other than a limitation by dilution through issuance
of shares or other securities with similar voting rights; or

(4) Any corporate action taken pursuant to a shareholder vote to the
extent the articles of incorporation, bylaws, or a resolution of the
board of directors provides that voting or nonvoting shareholders are
entitled to dissent and obtain payment for their shares.

2. A shareholder entitled to dissent and obtain payment for his shares
under sections 351.870 to 351.930 may not challenge the corporate action
creating his entitlement unless the action is unlawful or fraudulent with
respect to the shareholder or the corporation. (L. 1990 H.B. 1432)

1. A record shareholder may assert dissenters' rights as to
fewer than all the shares registered in his name only if he dissents with
respect to all shares beneficially owned by any one person and notifies
the corporation in writing of the name and address of each person on
whose behalf he asserts dissenters' rights. The rights of a partial
dissenter under this subsection are determined as if the shares as to
which he dissents and his other shares were registered in the names of
different shareholders.

2. A beneficial shareholder may assert dissenters' rights as to shares
held on his behalf only if:

(1) He submits to the corporation the record shareholder's written
consent to the dissent not later than the time the beneficial shareholder
asserts dissenters' rights; and

(2) He does so with respect to all shares of which he is the beneficial
shareholder or over which he has power to direct the vote. (L. 1990 H.B.
1432)

1. If proposed corporate action creating dissenters' rights
under section 351.875 is submitted to a vote at a shareholders' meeting,
the meeting notice shall state that shareholders are or may be entitled
to assert dissenters' rights under sections 351.870 to 351.930 and be
accompanied by a copy of sections 351.870 to 351.930.

2. If corporate action creating dissenters' rights under section 351.875
is taken without a vote of shareholders, the corporation shall notify in
writing all shareholders entitled to assert dissenters' rights that the
action was taken and send them the dissenters' notice described in
section 351.895. (L. 1990 H.B. 1432)

1. If proposed corporate action creating dissenters' rights
under section 351.875 is submitted to a vote at a shareholders' meeting,
a shareholder who wishes to assert dissenters' rights shall deliver to
the corporation before the vote is taken written notice of his intent to
demand payment for his shares if the proposed action is effectuated, and
shall not vote his shares in favor of the proposed action.

2. A shareholder who does not satisfy the requirements of subsection 1 of
this section is not entitled to payment for his shares under sections
351.870 to 351.930. (L. 1990 H.B. 1432)

1. If proposed corporation* action creating dissenters' rights
under section 351.875 is authorized at a shareholders' meeting, the
corporation shall deliver a written dissenters' notice to all
shareholders who satisfied the requirements of section 351.890.

2. The dissenters' notice shall be sent no later than ten days after
approval by the shareholders, or if the corporate action was taken
without approval of the shareholders, then ten days after the corporate
action was taken. The dissenters' notice shall:

(1) State where the payment demand shall be sent and where and when
certificates for certificated shares shall be deposited;

(2) Inform holders of uncertificated shares to what extent transfer of
the shares shall be restricted after the payment demand is received;

(3) Supply a form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the
proposed corporate action and requires that the person asserting
dissenters' rights certify whether or not he acquired beneficial
ownership of the shares before that date;

(4) Set a date by which the corporation shall receive the payment demand
and when certificates for uncertificated shares shall be deposited,
neither of which dates may be fewer than thirty nor more than sixty days
after the date the notice provided for in subsection 1 of this section is
delivered; and

(5) Be accompanied by a copy of sections 351.870 to 351.930. (L. 1990
H.B. 1432)

*Word "corporation" appears in original rolls.

1. A shareholder sent a dissenters' notice described in section
351.895 shall demand payment, certify whether he acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenters' notice pursuant to section 351.895, and deposit his
certificates in accordance with the terms of the notice.

2. The shareholder who demands payment and deposits his share
certificates under this section retains all other rights of a shareholder
until these rights are canceled or modified by the taking of the proposed
corporate action.

3. A shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters'
notice, is not entitled to payment for his shares under sections 351.870
to 351.930. (L. 1990 H.B. 1432)

1. The corporation may restrict the transfer of uncertificated
shares from the date the demand for their payment is received until the
proposed corporate action is taken or the restrictions released under
section 351.915.

2. The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until
these rights are canceled or modified by the taking of the proposed
corporate action. (L. 1990 H.B. 1432)

1. Except as provided in section 351.920, immediately following
the later of the effective date of the corporate action creating the
dissenters' rights, or receipt of a payment demand, the corporation shall
pay each dissenter who complied with section 351.900 the amount the
corporation estimates to be the fair value of his shares.

2. The payment shall be accompanied by:

(1) The corporation's balance sheet as of the end of a fiscal year ending
not more than sixteen months before the effective date of the corporate
action creating the dissenters' rights, an income statement for that
year, a statement of changes in shareholders' equity for that year, and
the latest available interim financial statements, if any;

(2) A statement of the corporations' estimate of the fair value of the
shares;

(3) A statement of the dissenters' right to demand payment under section
351.925; and

(4) A copy of sections 351.870 to 351.930. (L. 1990 H.B. 1432)

1. If the corporation does not take the proposed action within
sixty days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates and
release the transfer restrictions imposed on uncertificated shares.

2. If after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it shall send a
new dissenters' notice under section 351.895 and repeat the payment
demand procedure. (L. 1990 H.B. 1432)

1. A corporation may elect to withhold payment required by
section 351.910 from a dissenter unless he was the beneficial owner of
the shares before the date set forth in the dissenters' notice as the
date of the first announcement to news media or to the shareholders of
the terms of the proposed corporate action.

2. To the extent the corporation elects to withhold payment under
subsection 1 of this section, after taking the proposed corporate action,
it shall estimate the fair value of the shares and shall pay this amount
to each dissenter who agrees to accept it in full satisfaction of his
demand. The corporation shall send with its offer a statement of its
estimate of the fair value of the shares and a statement of the
dissenters' right to demand payment under section 351.925. (L. 1990 H.B.
1432)

1. A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and demand payment of his
estimate, less any payment under section 351.910, or reject the
corporation's offer under section 351.920 and demand payment of the fair
value of his shares due, if:

(1) The dissenter believes that the amount paid under section 351.910 or
offered under section 351.920 is less than the fair value of his shares;

(2) The corporation fails to make payment under section 351.910 within
sixty days after the date set for demanding payment; or

(3) The corporation, having failed to take the proposed action, does not
return the deposited certificates or release the transfer restrictions
imposed on uncertificated shares within sixty days after the date set for
demanding payment.

2. A dissenter waives his right to demand payment under this section
unless he notifies the corporation of his demand in writing under
subsection 1 of this section within thirty days after the corporation
made or offered payment for his shares. (L. 1990 H.B. 1432)

1. If a demand for payment under section 351.925 remains
unsettled, the corporation shall commence a proceeding within sixty days
after receiving the payment demand and petition the court to determine
the fair value of the shares. If the corporation does not commence the
proceeding within the sixty-day period, it shall pay each dissenter whose
demand remains unsettled the amount demanded.

2. The corporation shall commence the proceeding in a court of competent
jurisdiction located in the county where the corporation's principal
office, or, if none in this state, its registered office, is located. If
the corporation is a foreign corporation without a registered office in
this state, it shall commence the proceeding in the county in the state
where the registered office of the domestic corporation merged with, or
whose shares were acquired by the foreign corporation, was located.

3. The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled, parties to the proceeding as
in an action against their shares and all parties must be served with a
copy of the petition. Nonresidents may be served by registered or
certified mail or by publication as provided by law.

4. The jurisdiction of the court in which the proceeding is commenced
under subsection 2 of this section is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive evidence and
recommend a decision on the question of fair value. The appraisers have
the powers described in the order appointing them or in any amendment to
it. The dissenters are entitled to the same discovery rights as parties
in other civil proceedings.

5. Each dissenter made a party to the proceeding is entitled to judgment
for the amount, if any, by which the court finds the fair value of his
shares exceeds the amount paid by the corporation, or for the fair value
of his after-acquired shares for which the corporation elected to
withhold payment under section 351.920. (L. 1990 H.B. 1432)

1. A corporation is hereby empowered to participate in an
administrative proceeding through an employee designated by the
corporation to act on behalf of the corporation, whether or not such
employee is an attorney, provided such action is authorized by rules or
regulations of the administrative agency. Unless an attorney licensed in
this state, such an employee may not file a brief, make other legal
argument, offer legal advice, or cross-examine witnesses at the hearing.

2. The provisions of this act* shall be severable pursuant to section
1.140, RSMo. (L. 1990 H.B. 1432 §§ 1, 2)

Effective 7-13-90

*"This act" (H.B. 1432, 1990) contains numerous sections. Consult
Disposition of Sections table for definitive listing.

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