Section 351.200

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2004   

  351.200.  Redemption or purchase of own shares — retirement of shares. — 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.

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(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)