Section 351.690

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2009   

  351.690.  Applicability of chapter to certain corporations. — The provisions of this chapter shall be applicable to existing corporations and corporations not formed pursuant to this chapter as follows:

  (1)  Those provisions of this chapter requiring reports, registration statements and the payment of taxes and fees shall be applicable, to the same extent and with the same effect, to all existing corporations, domestic and foreign, which were required to make such reports and registration statements and to pay such taxes and fees, prior to November 21, 1943;

  (2)  The provisions of this chapter shall be applicable to banks, trust companies and safe deposit companies when such provisions relating to the internal affairs of a corporation supplement the existing provisions of chapter 362, or when the provisions of chapter 362 do not deal with a matter involving the internal affairs of a corporation organized pursuant to the provisions of chapter 362 as well as those provisions mentioned in subdivision (1) of this section, to the extent applicable.  For the purposes of this chapter, the "internal affairs of a corporation" shall include, but not be limited to, matters of corporate governance, director and officer liability, and financial structure;

  (3)  No provisions of this chapter, other than those mentioned in subdivision (1) of this section, and then only to the extent required by the statutes pursuant to which they are incorporated, or other than the provisions of section 351.347, or section 351.355, shall be applicable to insurance companies, savings and loan associations, corporations formed for benevolent, religious, scientific or educational purposes, and nonprofit corporations;

  (4)  Only those provisions of this chapter which supplement the existing laws applicable to railroad corporations, union stations, cooperative companies for profit, credit unions, street railroads, telegraph and telephone companies, booming and rafting companies, urban redevelopment corporations, professional corporations, development finance corporations, and loan and investment companies, and which are not inconsistent with, or in conflict with the purposes of, or are not in derogation or limitation of, such existing laws, shall be applicable to the type of corporations mentioned above in this subdivision; and without limiting the generality of the foregoing, those provisions of this chapter which permit the issuance of shares without par value and the amendment of articles of incorporation for such purpose shall be applicable to railroad corporations, union stations, street railroads, telegraph and telephone companies, and booming and rafting companies, professional corporations, development finance corporations, and loan and investment companies, and those provisions of this chapter mentioned in subdivisions (1) and (2) of this section will apply to all corporations mentioned in this subdivision; except that, the corporate registration report and fee of a professional corporation pursuant to section 356.211 shall suffice in lieu of the corporate registration report and fee required of a business corporation;

  (5)  All of the provisions of this chapter to the extent provided shall apply to all other corporations existing pursuant to general laws of this state enacted prior to November 21, 1943, and not specifically mentioned in subdivisions (1), (2) and (3) of this section.

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(L. 1943 p. 410 § 171, A.L. 1945 p. 696, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1986 H.B. 1230, A.L. 1987 H.B. 349, A.L. 1990 H.B. 1361, A.L. 2000 S.B. 896, A.L. 2009 H.B. 481)