Section 354.285

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 354

Effective - 28 Aug 1983   

  354.285.  Management agreements to control corporation, notice to department, when — examination requirements — violations. — 1.  All agreements or contracts under which any person, organization or corporation enjoys in fact the exclusive or dominant right to manage or control any corporation subject to the provisions of sections 354.010 to 354.380 to the substantial exclusion of the board of directors, officers, attorney in fact or other lawful management shall be filed with the director on his request.

  2.  The director, for the purpose of ascertaining the assets, conditions and affairs of any corporation subject to the provisions of sections 354.010 to 354.380, may examine the books, records, documents and assets of any person having a contract or agreement as provided in subsection 1 to the extent necessary to determine the financial condition of such corporation.  The failure or refusal of any such person to submit his books, papers, accounts, records or affairs to the reasonable inspection or examination of the director shall be grounds for the suspension or revocation of the certificate of authority of the corporation to do business in this state.

  3.  No agreement or contract as provided in subsection 1 shall operate to the financial detriment of the corporation in such manner as to endanger its financial stability or otherwise be hazardous to the members and creditors of the corporation.

  4.  On examination of any agreement or contract, if the director finds it violates the provisions of this section, he shall proceed in accordance with the provisions of section 354.180.

  5.  Any person, organization or corporation having a management contract as provided in subsection 1 hereof shall within five days of execution of such contract provide notice of such contract to the director of the department of commerce and insurance.

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(L. 1983 H.B. 127)