Section 351.845

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 1990 

  351.845.  Shareholder option to dissolve corporation. — 1.  The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number of percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency.  The shareholder or shareholders exercising this authority shall give written notice of the intent to dissolve to all the other shareholders.  Thirty-one days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under sections 351.468 to 351.482.

  2.  Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change, or delete the authority to dissolve described in subsection 1 of this section shall be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.

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(L. 1990 H.B. 1432)