Title XXIII, CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.750. Application of law. — 1. The provisions of this chapter apply to statutory close corporations to the extent not inconsistent with the provisions of sections 351.750 to 351.865. 2. Sections 351.750 to 351.865 apply to professional corporations organized pursuant to chapte…

351.755. Definition — election of status. — 1. A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation. 2. A corporation having fifty or fewer shareholders may become a statutory clos…

351.760. Notice of status on issued shares. — 1. The following statement shall appear conspicuously on each share certificate issued by a statutory close corporation: The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders…

351.765. Share transfer prohibition. — 1. An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under the provisions of secti…

351.770. Share transfer after first refusal by corporation. — 1. A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of section 351.765 shall first offer them to the corporation after obtaining an offer to purchase the shares …

351.775. Attempted share transfer in breach of prohibition. — 1. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. 2. An attempt to transfer shares in a statutory close corporati…

351.780. Compulsory purchase of shares after death of shareholder. — 1. This section and sections 351.785 to 351.790 apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate o…

351.785. Exercise of compulsory purchase right. — 1. A person entitled and desiring to exercise the compulsory purchase right described in section 351.780 shall deliver a written notice to the corporation, within one hundred twenty days after the death of the shareholder, describ…

351.790. Court action to compel purchase. — 1. If an offer to purchase shares made under section 351.785 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circui…

351.800. Shareholder agreements. — 1. All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the co…

351.805. Elimination of board of directors. — 1. A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect. 2. An amendment to articles of incorporation eliminating a board of directors shall be appr…

351.810. Bylaws. — 1. A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 351.800. 2. If a corporation does not have byla…

351.815. Annual meeting. — 1. The annual meeting date for a statutory close corporation is the first business day after May thirty-first unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 351.800 fixes a different date. 2. A statutory c…

351.820. Execution of documents in more than one capacity. — Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, …

351.825. Limited liability. — The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the …

351.830. Merger — share exchange — sale of assets. — 1. A plan of merger or consolidation: (1) That if effected would terminate statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statuto…

351.835. Termination of close corporation status. — 1. A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation…

351.840. Effect of termination of close corporation status. — 1. A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter other than sections 351.750 to 351.865 or, if incorporated under chapter 356, to all …

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 wil…

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…

351.855. Ordinary relief. — If the court finds that one or more of the grounds for relief described in subsection 1 of section 351.850 exist, it may order one or more of the following types of relief: (1) The performance, prohibition, alteration, or setting aside of any action of…

351.860. Extraordinary relief — share purchase. — 1. If the court finds that the ordinary relief described in subsection 1 of section 351.855 is or would be inadequate or inappropriate, it may order the corporation dissolved under the provisions of section 351.865 unless the corp…

351.865. Extraordinary relief — dissolution. — 1. The court may dissolve the corporation if it finds: (1) There are one or more grounds for judicial dissolution under section 351.494; or (2) All other relief ordered by the court under section 351.855 or 351.860 has failed to reso…

351.870. Definitions. — In sections 351.870 to 351.930: (1) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder; (2) "Corporation" means a statutory close corporation at the time the corpor…

351.875. Grounds for shareholder dissent. — 1. A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party if shareh…

351.880. Rights of partial dissenter. — 1. A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the …

351.885. Meeting notice to state shareholder may be entitled to assert dissenters' rights. — 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are o…

351.890. Written notice of intent to demand payment for shares. — 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights shall deliver to the corpor…

351.895. Written dissenters' notice — contents. — 1. If proposed corporation* action creating dissenters' rights under section 351.875 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requir…

351.900. Shareholder to demand payment and deposit certificates. — 1. A shareholder sent a dissenters' notice described in section 351.895 shall demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissente…

351.905. Restricted transfer of uncertificated shares. — 1. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 351.915. 2…

351.910. Payment for fair value of shares. — 1. Except as provided in section 351.920, immediately following the later of the effective date of the corporate action creating the dissenters' rights, or receipt of a payment demand, the corporation shall pay each dissenter who compl…

351.915. Time period — release of transfer restrictions. — 1. If the corporation does not take the proposed action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the…

351.920. Withholding of payment from dissenter — grounds. — 1. A corporation may elect to withhold payment required by section 351.910 from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first an…

351.925. Right to demand payment — notification of fair value. — 1. A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and demand payment of his estimate, less any payment under section 351.910, or reject the corporation's offer …

351.930. Proceeding to determine fair value of shares. — 1. If a demand for payment under section 351.925 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the …

351.935. Participation in administrative proceedings. — 1. A corporation is hereby empowered to participate in an administrative proceeding through an employee designated by the corporation to act on behalf of the corporation, whether or not such employee is an attorney, provided…