☰ Revisor of Missouri

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 1996 bottom

  351.215.  Books and records, minutes of meeting — shareholder's right to examine — acquiring person's demand deemed proper, when — penalty. — 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.

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(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.).


---- end of effective   28 Aug 1996 ----

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