Section 351.850

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 1990   

  351.850.  Court action to protect shareholders. — 1.  Subject to satisfying the conditions of subsections 3 and 4 of this section, a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in section 351.855, 351.860 or 351.865 if:

  (1)  The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director, or officer, of the corporation;

  (2)  The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or

  (3)  There exists one or more grounds for judicial dissolution of the corporation under section 351.494.

  2.  A shareholder shall commence a proceeding under subsection 1 of this section in the circuit court of the county where the corporation's principal office, or, if none in this state, its registered office, is located.  The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.

  3.  If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.

  4.  If a shareholder has dissenters' rights under sections 351.750 to 351.865 or sections 351.870 to 351.930 with respect to proposed corporate action, he shall commence a proceeding under this section before he is required to give notice of his intent to demand payment under section 351.890 or to demand payment under section 351.900 or the proceeding is barred.

  5.  Except as provided in subsections 3 and 4 of this section, a shareholder's right to commence a proceeding under this section and the remedies available under sections 351.855 to 351.865 are in addition to any other right or remedy he may have.

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(L. 1990 H.B. 1432)