Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.010. Title of Law. — This chapter shall be known and may be cited as "The General and Business Corporation Law of Missouri". ­­-------- (L. 1943 p. 410 § 1)

351.015. Definitions. — As used in this chapter, unless the context otherwise requires: (1) "Articles of incorporation" includes the original articles of incorporation and all amendments thereto, and includes articles of merger or consolidation; (2) "Authorized shares" means the …

351.017. Independent legal significance doctrine applicable to sections in this chapter. — Action taken in accordance with the different sections of this chapter are acts of independent legal significance even though the end result may be the same under different sections. The me…

351.020. What corporations may organize under this law. — Corporations for profit, except those which are required to be organized exclusively under other provisions of law, may be organized under this chapter for any lawful purposes. ­­-------- (L. 1943 p. 410 § 3, A.L. 1975 S.B…

351.025. Corporation organized under special law may file certification of acceptance of this law. — Any existing corporation heretofore organized for profit under any special law of this state may accept the provisions of this chapter and be entitled to all of the rights, privil…

351.030. Organization of street railroad, telegraph and telephone corporations, booming and rafting corporations. — 1. Any street railroad corporation, telegraph and telephone corporation, and booming and rafting corporation may be organized under the provisions of this chapter; …

351.035. Bridge corporations — organization — powers. — Any corporation may be formed under this chapter for the purpose of constructing and maintaining a bridge over any of the streams of water, or any part of such streams, which may be within this state, or bordering on this st…

351.040. Use of streets by bridge corporations — damages to abutting property. — Any corporation formed for the purpose of constructing or maintaining a bridge over any river in this state or bordering on this state, or within any adjoining state, or constructing, owning, leasing…

351.045. Condemnation of lands and easements of light and air — procedure. — In case it may become necessary for any corporation formed for the purposes stated in section 351.040 hereof to take or appropriate any lands or easements, including easements of light and air of persons…

351.046. Filing requirements — filing signifies document is correct. — 1. A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state. 2. This chapter shall …

351.047. Forms. — The secretary of state may prescribe and furnish on request forms for all documents required or permitted to be filed by this chapter. The use of the following forms is mandatory: (1) A foreign corporation's application for a certificate of authority to do busin…

351.048. Effective dates of filing of documents — delayed effective date. — 1. Except as provided in subsection 2 of this section and subsection 3 of section 351.049, a document accepted for filing is effective: (1) On the date it is filed, as evidenced by the secretary of state'…

351.049. Correcting filed documents — fee. — 1. A domestic or foreign corporation may correct a document filed by the secretary of state if the document contains an incorrect statement, or was defectively executed, attested, sealed, verified or acknowledged. 2. A document is corr…

351.050. Incorporators, duties — ownership and acquisition of shares, how construed. — One or more natural persons of the age of eighteen years, or more, may act as an incorporator of such corporation by signing and delivering in the office of the secretary of state the articles …

351.051. Documents filed, when — refusal to file — duty to file. — 1. If a document delivered to the office of the secretary of state satisfies the requirements of this chapter and is in a medium and format prescribed by the secretary of state the document shall be filed. 2. The …

351.053. Liability for preincorporation transactions. — All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. ­­-------- (L. 1990 H.B. 14…

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 it…

351.060. Filing of articles of incorporation — certificate of incorporation. — 1. An original copy of the articles of incorporation signed by the incorporators as required in section 351.050 shall be delivered to the office of the secretary of state. If the secretary of state fin…

351.065. Incorporation tax or fee. — 1. No corporation shall be organized under the general and business corporation law of Missouri unless the persons named as incorporators shall at or before the filing of the articles of incorporation pay to the director of revenue three dolla…

351.075. Certificate of incorporation is evidence of corporate existence. — The corporate existence of a corporation shall date from the time of filing its articles of incorporation by the secretary of state. The certificate given by the secretary of state shall be taken by all c…

351.076. Certificate of good standing. — 1. Anyone may apply to the secretary of state to furnish a certificate of good standing for a domestic corporation or a foreign corporation. 2. A certificate of good standing for a domestic corporation sets forth: (1) The domestic corporat…

351.080. First meeting and organization of board. — 1. If the persons to constitute the first board of directors of the corporation are not named in the articles of incorporation of the corporation, the incorporators, by unanimous vote at a meeting or by unanimous written consent…

351.085. Amendment of articles of incorporation permitted. — A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of inco…

351.090. Articles of incorporation, how amended. — 1. At any time or times before the corporation has received any payment for any of its shares, the board of directors may adopt amendments to the articles of incorporation by executing a certificate of amendment as provided in su…

351.093. Certain shareholders must be permitted to vote, when. — 1. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment to the articles of incorporation, whether or not entitled to vote thereon by the provisions of such …

351.095. Certificate of amendment, contents of. — 1. To adopt an amendment of the articles of incorporation as provided in subsection 1 of section 351.090, a majority of the board of directors shall execute a certificate of amendment that shall be delivered to the secretary of st…

351.100. Certificate of amendment, secretary of state to file and certify, when. — 1. Upon receipt by the secretary of state of duplicate originals of any certificate of amendment, he shall file the same, if he finds that the certificate of amendment conforms to law, and that the…

351.1000. Citation of law. — Sections 351.1000 to 351.1228 shall be known and may be cited as the "Missouri Cooperative Associations Act". Any cooperative formed under sections 351.1000 to 351.1228 shall not be subject to the provisions regarding cooperative associations found un…

351.1003. Definitions — As used in sections 351.1000 to 351.1228, the following words shall mean: (1) "Alternative ballot", an alternative method of voting by a member, and may include voting by electronic, telephonic, internet, or other means that reasonably allow members the op…

351.1006. Formation and organization authorized. — A cooperative may be formed and organized under sections 351.1000 to 351.1228 and may conduct or promote any lawful business or purpose for the mutual welfare of its members within or without this state, which may include: (1) Pr…

351.1009. Authorized officer or director required, when — bylaws and board — organizational meeting. — 1. A cooperative may be organized by one or more persons. If any organizer shall be a business entity, then such organizer shall be represented by an authorized officer or direc…

351.1012. Name of cooperative, requirements. — 1. The name of each cooperative shall include the words "Cooperative", "Association", "Cooperative Association", "Co-op", or "C.A." and, except to the extent a cooperative transacts business under a fictitious name registered in this…

351.1015. Articles, contents, filing requirements — formation, when — transaction of business, when. — 1. (1) The articles shall include: (a) The name of the cooperative; (b) The purpose of the cooperative, which may be or may include the transaction of any lawful business for wh…

351.1018. Amendment of articles, procedure. — 1. Unless otherwise set forth in the articles or bylaws, the articles may be amended as follows: (1) The board, by majority vote, shall pass a resolution stating the text of the proposed amendment, a copy of which shall be forwarded b…

351.1021. Revocation of erroneous filing and curative documents, fee. — Upon notification that a filing by a cooperative has been made in error and receipt of a court order directing him or her to do so, the secretary of state shall revoke the erroneous filing and authorize a cur…

351.1024. Date of existence — perpetual duration, exception. — 1. The existence of a cooperative shall commence when the articles are filed with the secretary of state, unless a later date is specified in the articles. 2. A cooperative shall have a perpetual duration unless the c…

351.1027. Office and agent requirements — change of office or agent, procedure — resignation of agent, procedure — appointment of agent by secretary of state, when. — 1. Each cooperative shall have and shall continuously maintain in this state: (1) A registered office that may be…

351.1030. Bylaw requirements, adoption, amendment — emergency bylaws permitted. — 1. A cooperative shall have bylaws governing the cooperative's business affairs and structure; the qualifications, classification, rights, and obligations of its members; and the classifications, al…

351.1033. Record-keeping requirements — examination of records, when. — 1. (1) A cooperative shall keep as permanent records, minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting, and a record of all …

351.1036. Additional powers — act as agent of members, when — contractual authority — property rights — financial rights — employee benefits permitted. — 1. In addition to other powers, a cooperative as an agent or otherwise: (1) May perform every act necessary or proper to condu…

351.1039. Emergency powers and procedures — 1. In anticipation of or during an emergency as provided in subsection 4 of this section, the board may: (1) Modify lines of succession to accommodate for the incapacity of any director, officer, employee, or agent; and (2) Relocate the…

351.1042. Governance by board required — board action, requirements — third-party agreements permitted, when. — 1. A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to a manager…

351.1045. Minimum number of directors — division into classes permitted. — Except as otherwise set forth in the articles or bylaws, the board shall not have less than five directors, except that a cooperative with fifty or fewer members may have three or more directors as prescri…

351.1048. Board election, procedure — voting by mail, procedure. — 1. The organizers shall elect the first board to serve in accordance with subsection 2 of section 351.1009 until directors are elected by members. Until election by members, the first board shall appoint directors…

351.105. When amendment shall become effective. — 1. Upon the filing of the certificate of amendment and the issuance of the certificate by the secretary of state, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly; pr…

351.1051. Vacancy, how filled. — 1. Unless otherwise provided in the articles or bylaws, if a director position which is elected by patron members becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in con…

351.1054. Removal of director, procedure. — 1. The provisions of this section apply unless modified by the articles or bylaws. 2. Any director of the cooperative may be removed by the action of the majority of the entire board if the director to be removed shall, at the time of r…

351.1057. Meetings, conferences. — 1. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without this state as the board may select or by any means described in subsection 2 of this section. If the board fails to selec…

351.106. Restatement of articles of incorporation. — A domestic corporation may at any time restate its articles of incorporation as theretofore amended, in the following manner: (1) The board of directors of the corporation may at any time adopt a resolution setting forth restat…

351.1060. Quorum requirements. — A majority, or a larger or smaller portion or number as provided in the articles or bylaws which in no event shall be less than one-third, of the directors currently holding office is a quorum for the transaction of business at a meeting of the bo…