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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351 General and Business Corporations ^  !
GENERAL PROVISIONS
351.010   Title of Law. (8/28/1943)
351.015   Definitions. (8/28/2007)
351.017   Independent legal significance doctrine applicable to sections in this chapter. (8/28/1998)
ORGANIZATION AND EXISTENCE OF CORPORATIONS
351.020   What corporations may organize under this law. (8/28/1975)
351.025   Corporation organized under special law may file certification of ... (8/28/2007)
351.030   Organization of street railroad, telegraph and telephone corporations, ... (8/28/1943)
351.035   Bridge corporations — organization — powers. (8/28/1943)
351.040   Use of streets by bridge corporations — damages to abutting property. (8/28/1943)
351.045   Condemnation of lands and easements of light and air — procedure. (8/28/1943)
351.046   Filing requirements — filing signifies document is correct. (8/28/2004)
351.047   Forms. (8/28/2009)
351.048   Effective dates of filing of documents — delayed effective date. (5/29/1991)
351.049   Correcting filed documents — fee. (8/28/1990)
351.050   Incorporators, duties — ownership and acquisition of shares, how construed. (8/28/2004)
351.051   Documents filed, when — refusal to file — duty to file. (8/28/2004)
351.053   Liability for preincorporation transactions. (8/28/1990)
351.055   Articles of incorporation, required contents — optional contents. (8/28/2004)
351.060   Filing of articles of incorporation — certificate of incorporation. (8/28/2004)
351.065   Incorporation tax or fee. (8/28/2014)
351.075   Certificate of incorporation is evidence of corporate existence. (8/28/1975)
351.076   Certificate of good standing. (8/28/1990)
351.080   First meeting and organization of board. (8/28/1979)
351.085   Amendment of articles of incorporation permitted. (8/28/2009)
351.090   Articles of incorporation, how amended. (8/28/2006)
351.093   Certain shareholders must be permitted to vote, when. (8/28/1997)
351.095   Certificate of amendment, contents of. (8/28/2004)
351.100   Certificate of amendment, secretary of state to file and certify, when. (8/28/1975)
351.105   When amendment shall become effective. (8/28/1983)
351.106   Restatement of articles of incorporation. (8/28/2009)
351.107   Restated articles of incorporation may be amended at time of restatement. (8/28/2005)
351.110   Name of corporation regulated. (8/28/2004)
351.115   Reservation of right to exclusive use of corporate name, time period. (8/28/2004)
351.120   Corporate registration report required, when — change in registered office ... (8/28/2016)
351.122   Option of biennial filing of corporate registration reports. (8/28/2009)
351.125   Fees. (8/28/2009)
351.127   Additional fee — expiration date. (8/28/2017)
351.140   Registration, form — subject to false declaration penalties — notice on ... (7/1/2003)
351.145   Notice provided for corporate registration report. (8/28/2009)
351.150   Failure to comply not excused for lack of notice. (8/28/2002)
351.155   Duplicate forms, when furnished. (8/28/2009)
351.156   Evidentiary effect of copy of filed document. (8/28/1990)
CAPITAL, SURPLUS AND STOCKHOLDERS
351.160   Shares or bonds shall be for money paid, labor or property actually ... (8/28/1961)
351.165   Note or obligation not to be considered payment for original issue shares — ... (8/28/1998)
351.170   Expenses of organization or reorganization, how paid. (8/28/1943)
351.175   Subscriptions for shares — payment — failure to pay — notice for payment or ... (8/28/1979)
351.180   Power to issue shares — preferences — procedure — redemption of stock by ... (8/28/2005)
351.182   Stock warrants, options — terms — consideration. (8/28/2005)
351.185   Consideration for shares — exchange or conversion of shares. (8/28/1977)
351.190   A corporation may determine that only a part of the consideration for which ... (8/28/1943)
351.195   Reduction of stated capital, how made. (8/28/2004)
351.200   Redemption or purchase of own shares — retirement of shares. (8/28/2004)
351.205   Preferred shares issued before November 21, 1943, without redemption ... (8/28/1975)
351.210   Paid-in surplus — its distribution and restrictions. (8/28/2013)
351.215   Books and records, minutes of meeting — shareholder's right to examine — ... (8/28/1996)
351.220   Payment of dividends on shares of stock. (7/1/2001)
351.225   Shareholders' meetings prescribed by bylaws. (8/28/2009)
351.230   Shareholders' meetings — notice of, how given, contents of. (8/28/1998)
351.235   Meetings, how convened — vote inspectors, when appointed, duties of. (8/28/1975)
351.240   Inspector's oath. (8/28/1943)
351.245   Shares, how voted — control share acquisition proxies, valid when, ... (8/28/2000)
351.246   Shareholders may create voting trust. (8/28/1965)
351.250   Transfer books closed, when. (8/28/1996)
351.255   Officer to make list of shareholders entitled to vote. (8/28/1943)
351.260   Voting of shares standing in name of another corporation, domestic or ... (8/28/1983)
351.265   Quorum of outstanding shares — representation by proxy — representation of ... (8/28/1996)
351.267   Five percent of shares of telephone company constitutes quorum, when — ... (8/28/1996)
351.268   Shareholder's meeting, adjournment due to lack of quorum — postponement, ... (8/28/2003)
351.270   Bylaws may require concurrence of greater portion of shares than statutes ... (8/28/1975)
351.273   Corporate action may be taken without meeting by written consents. (8/28/1965)
351.275   Limitation of shareholder's obligation to corporation or its creditors. (8/28/1943)
351.280   When execution may be levied against shareholders. (8/28/1943)
351.285   Secretary shall give names and addresses of shareholders to officers ... (8/28/1943)
351.290   Bylaws, how adopted and amended. (8/28/1975)
351.295   Stock certificate, form, contents, authorized signatures. (8/28/2006)
351.300   Fractional shares, how issued. (8/28/2000)
351.305   Preemptive right of shareholder to acquire additional shares, limited, how. (8/28/1943)
DIRECTORS, OFFICERS AND AGENTS
351.310   Board of directors, powers, qualifications, compensation. (8/28/1975)
351.315   Number of directors, how elected, how removed. (8/28/2004)
351.317   Directors of corporations, removal of, when, how. (8/28/1983)
351.320   Board vacancy, how filled. (8/28/2003)
351.323   Provisional director appointed by court, when — qualifications, ... (8/28/1999)
351.325   Board, quorum. (8/28/1979)
351.327   Financial interest of corporate officers, effect on contracts with ... (8/28/1998)
351.330   Two or more directors shall constitute committee, when. (8/28/1983)
351.335   Board meetings, where and how held. (8/28/1975)
351.340   Board meetings, where and how held. (8/28/2011)
351.345   Liability of directors. (8/28/1943)
351.347   Acquisition proposals, board may make recommendation. (8/28/1989)
351.355   Officer, director, employee, or agent of corporation indemnified, when, ... (8/28/2006)
351.360   Officers — how chosen — powers and duties. (8/28/2019)
351.365   Removal of officer or agent, when. (8/28/1943)
351.370   Registered office and registered agent. (8/28/1943)
351.375   Change of address of registered office or agent, how made. (8/28/1998)
351.376   Resignation of agent. (8/28/1965)
351.380   Process served on registered agent. (8/28/1943)
CORPORATE POWERS
351.385   Powers of corporation. (8/28/2003)
351.386   Purposes. (5/29/1991)
351.387   Definitions. (8/28/1971)
351.388   Private and public corporations authorized to apply for and operate foreign ... (8/28/1971)
351.390   Corporation's powers to purchase, hold, transfer or dispose of its own shares. (8/28/1943)
351.395   Conveyance of property not invalid because board of directors has exceeded ... (8/28/1965)
351.400   Disposition of assets. (8/28/1975)
351.405   Rights of dissenting shareholder — sale or exchange of assets. (8/28/1990)
351.407   Control shares acquisition procedures — exceptions. (8/28/1989)
351.408   Conversion to corporation, certificate of conversion required, procedure, ... (8/28/2011)
351.409   Conversion of corporation to another business entity, procedure — ... (8/28/2011)
MERGER AND CONSOLIDATION
351.410   Merger procedure. (7/1/2001)
351.415   Consolidation procedure. (7/1/2001)
351.420   Merger plan to be submitted to shareholders, procedure. (8/28/1975)
351.425   Voting by shareholders on plan for merger or consolidation. (8/28/1943)
351.430   Summary of articles of merger or consolidation filed — contents. (8/28/2004)
351.435   Certain originals to be delivered to secretary of state who shall issue ... (8/28/2004)
351.445   Certificate of merger returned to surviving or new corporation. (8/28/1965)
351.447   Corporation holding ninety percent of the shares of another may merge ... (8/28/1985)
351.448   Merger without shareholders' vote, when — requirements, results. (8/28/2004)
351.450   New status after merger or consolidation has been effected. (8/28/1943)
351.455   Shareholder entitled to appraisal and payment of fair value, when — remedy ... (8/28/2006)
351.458   Merger or consolidation with foreign corporation — procedure. (7/1/2001)
351.459   Definitions — business combinations, requirements — permitted combinations ... (8/28/2007)
DISSOLUTION AND FORFEITURE
351.461   Merger of domestic corporation. (12/1/1993)
351.462   Dissolution by incorporators or initial directors. (8/28/1990)
351.464   Dissolution by board of directors and shareholders. (8/28/1990)
351.466   Dissolution by consent of all shareholders. (8/28/1990)
351.467   Filing for discontinuation of certain corporations — procedure. (8/28/1999)
351.468   Articles of dissolution. (8/28/1990)
351.474   Revocation of dissolution. (8/28/1990)
351.476   Effect of dissolution. (8/28/1990)
351.478   Known claims against dissolved corporation. (7/1/2001)
351.482   Unknown claims against dissolved corporation. (7/1/2001)
351.483   Certain claims against insured dissolved corporations, limitations. (8/28/1995)
351.484   Grounds for administrative dissolution. (8/28/2009)
351.486   Procedure and effect of administrative dissolution. (8/28/1990)
351.488   Reinstatement following dissolution — name of reinstated corporation — ... (8/28/2006)
351.492   Appeal from denial of reinstatement. (8/28/1990)
PENALTIES FOR TRAFFICKING
351.493   Penalties for violations by corporations or businesses. (1/1/2017)
351.494   Grounds for judicial dissolution. (8/28/1990)
351.496   Procedure for judicial dissolution. (8/28/1990)
351.498   Receivership or custodianship. (8/28/1990)
351.502   Decree of dissolution. (8/28/1990)
351.504   Deposit with state treasurer. (8/28/1990)
351.522   Request for termination — contents — fees. (5/29/1991)
351.526   Certain corporations, directors and officers as trustees. (8/28/1995)
FOREIGN CORPORATIONS
351.572   Authority to transact business required. (8/28/1990)
351.574   Consequences of transacting business without authority. (8/28/1990)
351.576   Application for certificate of authority. (8/28/1990)
351.578   Amended certificate of authority. (8/28/1990)
351.582   Effect of certificate of authority. (8/28/1990)
351.584   Corporate name of foreign corporation. (12/1/1993)
351.586   Registered office and agent of foreign corporation. (8/28/1990)
351.588   Change of registered office of agent of foreign corporation. (8/28/1990)
351.592   Resignation of registered agent of foreign corporation. (8/28/2009)
351.594   Service on foreign corporation. (8/28/2009)
351.596   Withdrawal of foreign corporation, procedure. (8/28/1998)
351.598   Revocation. (8/28/2009)
351.602   Procedure and effect of revocation. (8/28/2009)
351.604   Reinstatement of revoked certificate — appeal of revocation. (7/9/1998)
351.606   Statutory merger, foreign corporation, filing required. (5/29/1991)
351.608   No prior approval by state agency necessary for acquisition of stocks and ... (7/1/2001)
351.609   Records possessed by corporations providing certain services to the public, ... (6/5/2006)
ADMINISTRATION OF CHAPTER AND PENALTIES
351.655   Waiver of notice equivalent to giving of notice. (8/28/1943)
351.657   Abstract of corporate or registration record, fee — certification by ... (8/28/2004)
351.658   Fees for corporate filings with secretary of state. (8/28/2011)
351.660   Power and authority of secretary of state. (8/28/1943)
351.665   Secretary of state may examine books and records — penalty for disclosing ... (8/28/1943)
351.670   Disapproval of articles of incorporation, amendment, merger — forfeiture of ... (8/28/1943)
351.675   Fees paid to director of revenue. (8/28/1945)
351.680   Deposit of registration moneys. (8/28/1949)
351.685   Administrative personnel — compensation. (8/28/1980)
351.690   Applicability of chapter to certain corporations. (8/28/2009)
351.695   Law not to affect rights, privileges, immunities and franchises, suits ... (8/28/1943)
351.700   Powers of general assembly. (8/28/1943)
351.705   No exemption from antitrust law. (8/28/1943)
351.710   Penalty for refusal to exhibit books and records. (8/28/1943)
351.713   Penalty for signing false documents. (8/28/1990)
351.715   Penalty for violations. (8/28/1943)
351.720   Punishment when convicted of misdemeanor. (8/28/1943)
CLOSE CORPORATIONS
351.750   Application of law. (8/28/1996)
351.755   Definition — election of status. (8/28/1990)
351.760   Notice of status on issued shares. (8/28/1990)
351.765   Share transfer prohibition. (8/28/1990)
351.770   Share transfer after first refusal by corporation. (8/28/1990)
351.775   Attempted share transfer in breach of prohibition. (8/28/1990)
351.780   Compulsory purchase of shares after death of shareholder. (8/28/1990)
351.785   Exercise of compulsory purchase right. (8/28/1990)
351.790   Court action to compel purchase. (8/28/1990)
351.800   Shareholder agreements. (8/28/1990)
351.805   Elimination of board of directors. (8/28/1990)
351.810   Bylaws. (8/28/1990)
351.815   Annual meeting. (8/28/1990)
351.820   Execution of documents in more than one capacity. (8/28/1990)
351.825   Limited liability. (8/28/1990)
351.830   Merger — share exchange — sale of assets. (8/28/1990)
351.835   Termination of close corporation status. (8/28/1990)
351.840   Effect of termination of close corporation status. (8/28/1990)
351.845   Shareholder option to dissolve corporation. (8/28/1990)
351.850   Court action to protect shareholders. (8/28/1990)
351.855   Ordinary relief. (8/28/1990)
351.860   Extraordinary relief — share purchase. (8/28/1990)
351.865   Extraordinary relief — dissolution. (8/28/1990)
351.870   Definitions. (8/28/1990)
351.875   Grounds for shareholder dissent. (8/28/1990)
351.880   Rights of partial dissenter. (8/28/1990)
351.885   Meeting notice to state shareholder may be entitled to assert dissenters' ... (8/28/1990)
351.890   Written notice of intent to demand payment for shares. (8/28/1990)
351.895   Written dissenters' notice — contents. (8/28/1990)
351.900   Shareholder to demand payment and deposit certificates. (8/28/1990)
351.905   Restricted transfer of uncertificated shares. (8/28/1990)
351.910   Payment for fair value of shares. (8/28/1990)
351.915   Time period — release of transfer restrictions. (8/28/1990)
351.920   Withholding of payment from dissenter — grounds. (8/28/1990)
351.925   Right to demand payment — notification of fair value. (8/28/1990)
351.930   Proceeding to determine fair value of shares. (8/28/1990)
351.935   Participation in administrative proceedings. (7/13/1990)
MISSOURI COOPERATIVE ASSOCIATIONS ACT
351.1000   Citation of law. (8/28/2011)
351.1003   Definitions (8/28/2011)
351.1006   Formation and organization authorized. (8/28/2011)
351.1009   Authorized officer or director required, when — bylaws and board — ... (8/28/2011)
351.1012   Name of cooperative, requirements. (8/28/2011)
351.1015   Articles, contents, filing requirements — formation, when — transaction of ... (8/28/2011)
351.1018   Amendment of articles, procedure. (8/28/2011)
351.1021   Revocation of erroneous filing and curative documents, fee. (8/28/2011)
351.1024   Date of existence — perpetual duration, exception. (8/28/2011)
351.1027   Office and agent requirements — change of office or agent, procedure — ... (8/28/2011)
351.1030   Bylaw requirements, adoption, amendment — emergency bylaws permitted. (8/28/2011)
351.1033   Record-keeping requirements — examination of records, when. (8/28/2011)
351.1036   Additional powers — act as agent of members, when — contractual authority — ... (8/28/2011)
351.1039   Emergency powers and procedures (8/28/2011)
351.1042   Governance by board required — board action, requirements — third-party ... (8/28/2011)
351.1045   Minimum number of directors — division into classes permitted. (8/28/2011)
351.1048   Board election, procedure — voting by mail, procedure. (8/28/2011)
351.1051   Vacancy, how filled. (8/28/2011)
351.1054   Removal of director, procedure. (8/28/2011)
351.1057   Meetings, conferences. (8/28/2011)
351.1060   Quorum requirements. (8/28/2011)
351.1063   Majority vote required, when. (8/28/2011)
351.1066   Written action permitted, when, procedure. (8/28/2011)
351.1069   Committees, procedure for meetings, minutes — committee members considered ... (8/28/2011)
351.1072   Discharge of duties, directors. (8/28/2011)
351.1075   Contracts and transactions, not voidable for material financial interest of ... (8/28/2011)
351.1078   Personal liability of directors, limitations. (8/28/2011)
351.1081   Definitions — indemnification of former officials, when — liability ... (8/28/2011)
351.1084   Election of officers — chief executive officer permitted. (8/28/2011)
351.1087   Membership of cooperatives, requirements — membership interests, ... (8/28/2011)
351.1090   Division of membership interests, classes or series. (8/28/2011)
351.1093   Certified and uncertified membership interests, requirements. (8/28/2011)
351.1096   Issuance of new certificates of membership for destroyed, lost, or stolen ... (8/28/2011)
351.1099   Annual meeting requirements. (8/28/2011)
351.1102   Special members' meetings, when, requirements. (8/28/2011)
351.1105   Quorum, how constituted. (8/28/2011)
351.1108   Meetings, remote communication permitted, requirements. (8/28/2011)
351.1111   Majority vote of members required, when. (8/28/2011)
351.1114   Written action permitted, when, requirements. (8/28/2011)
351.1117   Patron members, voting rights and requirements. (8/28/2011)
351.1120   Additional vote for patron member, when. (8/28/2011)
351.1123   Membership interests owned or controlled by another business, person, or trust. (8/28/2011)
351.1126   Cooperative interests in other business entity, representative at business ... (8/28/2011)
351.1129   Property rights of cooperative. (8/28/2011)
351.1132   Transfer of membership and financial rights, restrictions — death of ... (8/28/2011)
351.1135   Contributions accepted, when, requirements. (8/28/2011)
351.1138   Contribution agreements, requirements. (8/28/2011)
351.1141   Contribution rights agreements. (8/28/2011)
351.1144   Profits and losses, allocation of, requirements. (8/28/2011)
351.1147   Net income, set aside permitted, when — annual distribution required — ... (8/28/2011)
351.1150   Unclaimed property, how treated. (8/28/2011)
351.1153   Merger and consolidation — definitions — procedure, effect of. (8/28/2011)
351.1156   Subsidiaries, merger with parent, when, procedure — certificate of merger ... (8/28/2011)
351.1159   Abandonment of plan of merger, procedure. (8/28/2011)
351.1162   Dissolution, affirmative vote required. (8/28/2011)
351.1165   Notice of dissolution. (8/28/2011)
351.1168   Dissolution, interests in property may be conveyed, when. (8/28/2011)
351.1171   Revocation of dissolution proceedings, when — members' meeting permitted — ... (8/28/2011)
351.1174   Creditor claims barred, when. (8/28/2011)
351.1177   Articles of dissolution, procedure. (8/28/2011)
351.1180   Court supervision of dissolution, when. (8/28/2011)
351.1183   Equitable relief and liquidation of assets, when. (8/28/2011)
351.1186   Court authority in dissolution proceedings — receiver may be appointed — ... (8/28/2011)
351.1189   Receivers, requirements. (8/28/2011)
351.1192   Involuntary dissolution, when. (8/28/2011)
351.1195   Creditor claims to be filed under oath, when, court procedure. (8/28/2011)
351.1198   Discontinuance of involuntary dissolution. (8/28/2011)
351.1201   Court order of dissolution, when. (8/28/2011)
351.1204   Certified copy of dissolution to be filed. (8/28/2011)
351.1207   Creditor claims after dissolution forever barred. (8/28/2011)
351.1210   Claims against dissolved cooperative, former officers, directors, and ... (8/28/2011)
351.1213   Foreign cooperatives, conflict of laws — certificate of authority required, ... (8/28/2011)
351.1216   Notice deemed given, when — electronic communications, consent given, when. (8/28/2011)
351.1219   Cooperative not deemed a franchise. (8/28/2011)
351.1222   Records and signatures — definitions — legal effect of. (8/28/2011)
351.1225   Amendments and repeal of act, state reserves right of. (8/28/2011)
351.1227   Additional powers of secretary of state — rulemaking authority. (8/28/2011)
351.1228   Filing fees, determined by secretary of state. (8/28/2011)
 - Cross References
Accrued wages to be paid, when, 290.110
Accrued wages, employee to accept, 290.120
Agricultural and mechanical societies, county, 262.290 to 262.530
Banking, certain corporations prohibited from engaging in, 362.420
Children's trust fund corporate contributions procedure, income tax refund may be used, 143.1000
Class actions under civil code, general provisions governing, 507.070
Conservation commission, violating rules of, service on corporations, 252.110
Constitutional provisions relating to corporations, Const. Art. XI §§ 1 to 8
Construction, foreign corporation doing business with state or political subdivision, requirements, 8.657
Cooperative associations, nonprofit, Chap. 274
Cooperative companies, general provisions governing, Chap. 357
Cooperatives, corporations converting to, procedure, 357.010
Corporate franchise tax, phase out and termination of, 147.010
Corporation franchise taxes, assessment and collection, Chap. 147
Cumulative voting authorized, alternative methods may be provided by law, exceptions, Const. Art. XI § 6
Discharge of employee without cause, remedy, 290.130
Dismissal of employees, corporations to give letter when requested, 290.140
Gas, electric, water and heating corporations, Chap. 393
Income tax, rate, 143.071
Limited liability companies, Chap. 347
Merger or consolidation, 347.700 to 347.740
Missouri National Guard trust fund, corporate contributions from refunds, procedure, 143.1003
Ownership of stock or securities of development finance corporation, 371.250
Reduction of wages, certain corporations to give notice of, 290.100
Safety deposit box contents unclaimed property, right to fees, charges and possessory liens, 447.587
Takeover bid, regulations, 409.500 to 409.566
Tax, income, rate, 143.071
Uniform electronic transactions act, 432.200 to 432.295
Wages of employees to have priority for payment, 430.360

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