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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

previous next Effective - 28 Aug 2006bottom

  351.295.  Stock certificate, form, contents, authorized signatures. — 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.  Except as otherwise provided in the articles of incorporation or bylaws, such certificate shall be 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.

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(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, A.L. 2006 H.B. 1715)

Prior revision: 1929 § 5106


---- end of effective   28 Aug 2006 ----

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