Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.466. Dissolution by consent of all shareholders. — A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution. ­­-------- (L. 1990 H.B. 1432)

351.467. Filing for discontinuation of certain corporations — procedure. — 1. If the stockholders of a corporation of this state, having only two shareholders each of which own fifty percent of the stock therein, shall be unable to agree upon the desirability of continuing the bu…

351.468. Articles of dissolution. — 1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3)…

351.474. Revocation of dissolution. — 1. A corporation may revoke its dissolution within one hundred twenty days of its effective date. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocat…

351.476. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that w…

351.478. Known claims against dissolved corporation. — 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation shall dispose of the known claims against it by following the procedure d…

351.482. Unknown claims against dissolved corporation. — 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation may also publish notice of its dissolution and request that persons wit…

351.483. Certain claims against insured dissolved corporations, limitations. — 1. Notwithstanding any other provision of this chapter to the contrary, subject to subsection 2 of this section, a claim against a corporation dissolved pursuant to this chapter for which claim the cor…

351.484. Grounds for administrative dissolution. — The secretary of state may commence a proceeding pursuant to section 351.486 to dissolve a corporation administratively if: (1) The corporation fails to pay any final assessment of Missouri corporation franchise tax as provided i…

351.486. Procedure and effect of administrative dissolution. — 1. If the secretary of state determines that one or more grounds exist under section 351.484 for dissolving a corporation, he shall serve the corporation with written notice of his determination under section 351.380.…

351.488. Reinstatement following dissolution — name of reinstated corporation — administrative dissolution, effect of. — 1. A corporation administratively dissolved pursuant to section 351.486 may apply to the secretary of state for reinstatement. The application must: (1) Recite…

351.492. Appeal from denial of reinstatement. — 1. If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation as provided in section 351.380 with a written notice that explains the reason or …

351.493. Penalties for violations by corporations or businesses. — If a corporation or other business is found guilty of violating section 566.203, 566.206, 566.209, 566.210, 566.211, 566.212*, 566.213*, or 566.215, in addition to the criminal penalties described in such sections…

351.494. Grounds for judicial dissolution. — The circuit court may dissolve a corporation: (1) In a proceeding by the attorney general if it is established that: (a) The corporation obtained its articles of incorporation through fraud; or (b) The corporation has continued to exce…

351.496. Procedure for judicial dissolution. — 1. Venue for a proceeding by the attorney general to dissolve a corporation lies in Cole County. Venue for a proceeding brought by any other party named in section 351.494 lies in the county where a corporation's principal office, or…

351.498. Receivership or custodianship. — 1. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hea…

351.502. Decree of dissolution. — 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 351.494 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk …

351.504. Deposit with state treasurer. — Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasur…

351.522. Request for termination — contents — fees. — 1. A dissolved corporation shall file a request for termination with the secretary of state's office when it has disposed of all claims filed against it pursuant to sections 351.478 and 351.482 and all remaining assets have be…

351.526. Certain corporations, directors and officers as trustees. — If the corporate rights and privileges of any corporation were forfeited prior to August 28, 1990, the directors and officers in office when the forfeiture occurred shall be the trustees of the corporation, and …

351.572. Authority to transact business required. — 1. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. 2. The following activities, among others, do not constitute transacting business within t…

351.574. Consequences of transacting business without authority. — 1. A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. 2. The successor…

351.576. Application for certificate of authority. — 1. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth: (1) The name of the foreign…

351.578. Amended certificate of authority. — 1. A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state…

351.582. Effect of certificate of authority. — 1. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. 2. A foreign…

351.584. Corporate name of foreign corporation. — 1. If the corporate name of a foreign corporation does not satisfy the requirements of section 351.110, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) May add the w…

351.586. Registered office and agent of foreign corporation. — Each foreign corporation authorized to transact business in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered age…

351.588. Change of registered office of agent of foreign corporation. — 1. A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets f…

351.592. Resignation of registered agent of foreign corporation. — 1. The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the secretary of state for filing the original and two exact or conformed copies of a statement of re…

351.594. Service on foreign corporation. — 1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. 2. …

351.596. Withdrawal of foreign corporation, procedure. — 1. A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state. 2. A foreign corporation authorized to transa…

351.598. Revocation. — The secretary of state may commence a proceeding pursuant to section 351.602 to revoke the certificate of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation does not deliver its corporate registration report …

351.602. Procedure and effect of revocation. — 1. If the secretary of state determines that one or more grounds exist under section 351.598 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination as provided in…

351.604. Reinstatement of revoked certificate — appeal of revocation. — 1. A foreign corporation may apply to the secretary of state for reinstatement. The application shall: (1) Recite the name of the corporation and the effective date of its administrative revocation; (2) State…

351.606. Statutory merger, foreign corporation, filing required. — Whenever a foreign corporation authorized to transact business in this state is a party to a statutory merger with any other foreign corporation as permitted by the laws of the state or* country under which it is …

351.608. No prior approval by state agency necessary for acquisition of stocks and bonds by foreign corporations, when. — Notwithstanding any provision of law to the contrary in this or any other chapter, no foreign corporation doing business in this state shall be required to ob…

351.609. Records possessed by corporations providing certain services to the public, definitions — applicability of section — records provided under subpoena or warrant — accelerated or extended time for production of records — motion to quash — authenticity verified — Missouri c…

351.655. Waiver of notice equivalent to giving of notice. — Whenever any notice whatever is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of any corporation, a waiver thereof in writing signed by the p…

351.657. Abstract of corporate or registration record, fee — certification by secretary of state, fee — no fees, who — public inspection authorized — information by telephone, what given. — 1. The secretary of state shall, upon receipt of a written or electronic request and a fee…

351.658. Fees for corporate filings with secretary of state. — Except as otherwise provided in this chapter, the secretary of state shall charge and collect for: (1) Filing application for reservation of a corporate name, twenty dollars; (2) Filing amendment to articles of incorp…

351.660. Power and authority of secretary of state. — In addition to the power and authority heretofore expressly given the secretary of state by this chapter the secretary of state also shall have such further power and authority as is reasonably necessary to enable him to admin…

351.665. Secretary of state may examine books and records — penalty for disclosing information. — The secretary of state and supervisor of corporation registration shall have power to examine the books and records of any corporation to which this chapter applies, and it shall be …

351.670. Disapproval of articles of incorporation, amendment, merger — forfeiture of certificate of authority — review. — If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required…

351.675. Fees paid to director of revenue. — All fees required to be paid to the state shall be remitted to the director of revenue. ­­-------- (RSMo 1939 § 5110, A.L. 1943 p. 410 § 132, A.L. 1945 p. 711) Prior revisions: 1929 § 4638; 1919 § 9832

351.680. Deposit of registration moneys. — The moneys arising from registration fees under this law shall be deposited in the state treasury to the credit of the ordinary revenue fund. ­­-------- (RSMo 1939 § 5107, A.L. 1943 p. 410 § 130, A. 1949 H.B. 2079) Prior revisions: 1929 …

351.685. Administrative personnel — compensation. — 1. The secretary of state is hereby empowered to employ a registration clerk, and such clerical help during the months of June, July, August and September, of each year, as are necessary to administer this law, and some suitable…

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 statement…

351.695. Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws. — All rights, privileges, immunities and franchises vested or accrued under the provisions of any law in force prior to the enactment of this chapter, and all …

351.700. Powers of general assembly. — The general assembly shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations, domestic or …

351.705. No exemption from antitrust law. — That nothing in this law contained shall be held to exempt any corporation from any of the fines and penalties prescribed by chapter 416 relating to pools, trusts, conspiracies and discriminations. ­­-------- (RSMo 1939 § 5111, A.L. 194…