Section 351.015

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2007   

  351.015.  Definitions. — 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", unless the articles of incorporation provide otherwise as to the applicability of this section, means a corporation that has a class of voting stock registered with the securities and exchange commission under Section 12 of the Exchange Act and is either (a) a corporation incorporated under the laws of the state of Missouri, or, (b) 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, 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";

  (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.

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(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, A.L. 2007 H.B. 431)