☰ Revisor of Missouri

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

< > Effective - 28 Aug 1990    bottom

  351.476.  Effect of dissolution. — 1.  A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

  (1)  Collecting its assets;

  (2)  Disposing of its properties that will not be distributed in kind to its shareholders;

  (3)  Discharging or making provision for discharging its liabilities;

  (4)  Distributing its remaining property among its shareholders according to their interests; and

  (5)  Doing every other act necessary to wind up and liquidate its business and affairs.

  2.  Dissolution of a corporation does not:

  (1)  Transfer title to the corporation's property;

  (2)  Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

  (3)  Subject its directors or officers to standards of conduct different from those applicable to directors and officers of a corporation which has not been dissolved; provided that any such officer or director who conducts business on behalf of the corporation except as provided in this section shall be personally liable for any obligation so incurred;

  (4)  Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

  (5)  Prevent commencement of a proceeding by or against the corporation in its corporate name;

  (6)  Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;

  (7)  Terminate the authority of the registered agent of the corporation; or

  (8)  Make available for use by others its corporate name for a period of one year from the effective date of its dissolution.

­­--------

(L. 1990 H.B. 1432)


---- end of effective  28 Aug 1990 ----

use this link to bookmark section  351.476


Click here for the Reorganization Act of 1974 - or - Concurrent Resolutions Having Force & Effect of Law
In accordance with Section 3.090, the language of statutory sections enacted during a legislative session are updated and available on this website on the effective date of such enacted statutory section. Revisor Home    

Other Information
 Recent Sections Editorials May Be Cited As Tables & Forms Multiple Enact
Repeal & Transfer Definitions End Report

Site changes Pictures Contact

Other Links
Legislative Research Oversight MOLIS
Library MO WebMasters
Senate
Missouri Senate
State of Missouri
MO.gov
House
Missouri House