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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

  Chapter 351back to chapter 351

  351.055.  Articles of incorporation, required contents — optional contents. — 1.  The articles of incorporation shall set forth:

  (1)  The name of the corporation;

  (2)  The address, including street and number, if any, of its initial registered office in this state, and the name of its initial registered agent at such address;

  (3)  If the aggregate number of shares which the corporation shall have the authority to issue exceeds thirty thousand shares or the par value exceeds thirty thousand dollars the corporation shall indicate the number of shares of each class, if any, that are to have a par value and the par value of each share of each such class, and the number of shares of each class, if any, that are to be without par value and also a statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights including convertible rights, if any, in respect of the shares of each class;

  (4)  The name and physical business or residence address of each incorporator;

  (5)  The number of years the corporation is to continue, which may be any number or perpetual;

  (6)  The purposes for which the corporation is formed.

  2.  The articles of incorporation may set forth:

  (1)  The number of directors to constitute the board of directors;

  (2)  The extent if any to which the preemptive right of a shareholder to acquire additional shares is limited or denied;

  (3)  If the incorporators, the directors pursuant to subsection 1 of section 351.090 or the shareholders pursuant to subsection 2 of section 351.090 choose to do so, a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (a) for any breach of the director's duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in subjective good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to section 351.345 or (d) for any transaction from which the director derived an improper personal benefit.  No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.  On motion to dismiss, a person challenging the applicability of such a provision shall plead facts challenging such applicability with particularity, and there shall be no discovery until such motion to dismiss has been determined.  All references in this subdivision to a director shall also be deemed to refer (e) to a member of the governing body of a corporation which is not authorized to issue capital stock and (f) to such other person or persons, if any, who, pursuant to a provision of the articles of incorporation in accordance with this chapter, exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of directors by this chapter;

  (4)  Any other provisions, not inconsistent with law, which the incorporators, the directors pursuant to subsection 1 of section 351.090 or the shareholders pursuant to subsection 2 of section 351.090 may choose to insert.

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(RSMo 1939 § 5538, A.L. 1943 p. 410 § 50, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1664)

Prior revisions: 1929 § 4933; 1919 § 10144; 1909 § 3339


< end of effective 28 Aug 2004 >

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