Title XXIII, CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

355.596. Amendment by directors and members. — 1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2 of this section, or the board of directors acting pursuant to subsection 3 of this section, require a greater vote or voting by class, an amend…

355.601. Class voting by members on amendments. — 1. Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as…

355.606. Approval of amendments. — The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons…

355.611. Amendment terminating members or classes. — 1. Any amendment to the articles or bylaws of a public benefit corporation other than a church or convention or association of churches or a mutual benefit corporation which would terminate all members or any class of members o…

355.616. Plan of merger, approval. — 1. Subject to the limitations set forth in section 355.621, one or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 355.626. 2. The plan of merger must set…

355.621. Limitations upon mergers, certain companies. — 1. Without the prior approval of the circuit court having jurisdiction in the county where the registered office in this state of any domestic corporation which is a party to the merger is located, a public benefit corporati…

355.626. Approval of plan of merger. — 1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 of this section, require a greater vote or voting by class, a plan of merger to be adopted must be approved: (1) By the board;…

355.631. Articles of merger. — 1. After a plan of merger is approved by the board of directors, shareholders, and if required by section 355.626, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merge…

355.636. Effect of merger. — When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The title to all real estate and other prope…

355.641. Merger with foreign corporation. — 1. Except as provided in section 355.621, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: (1) The merger is permitted by the law of the state or country under whose l…

355.646. Donations inure to surviving corporation. — Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger…

355.651. Sale, encumbrance of property. — 1. A corporation may on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course…

355.656. Approval required, certain transactions. — 1. A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities, on the terms and conditi…

355.661. Prohibited and authorized distributions. — 1. Except as authorized by subsections 2, 3 and 4 of this section, a corporation shall not make any distributions. 2. A mutual benefit corporation may purchase its memberships if after the purchase is completed: (1) The corporat…

355.666. Dissolution, articles of, notice, plan. — 1. A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of di…

355.671. Authorization, approval of dissolution. — 1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 of this section, require a greater vote or voting by class, dissolution is authorized if it is approved: (1) By th…

355.676. Dissolution of public benefit corporation. — 1. A public benefit corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice shall include a copy or…

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

355.686. Revocation of dissolution. — 1. A corporation may revoke its dissolution at any time prior to the effective date of articles of termination. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization per…

355.688. Duty to continue report, tax payments. — A voluntarily dissolved corporation must continue to file the corporate registration report and pay all required taxes due the state of Missouri until the effective date of articles of termination. ­­-------- (L. 1994 H.B. 1095, A…

355.691. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Preserving and protecting its assets and minimizing its liabilities; (2…

355.696. Claims against dissolved corporation. — 1. A dissolved corporation shall dispose of the known claims against it by following the procedure described in this section. 2. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time a…

355.701. Notice of dissolution — unknown claims. — 1. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. 2. The notice shall: (1) Be published one time in a ne…

355.702. Claims for which corporation will indemnify. — 1. Notwithstanding any other provision of this chapter to the contrary, except as provided in subsection 2 of this section, a claim against a corporation dissolved pursuant to this chapter for which claim the corporation has…

355.703. Articles of termination, contents. — 1. A voluntarily dissolved corporation shall file its articles of termination with the secretary of state's office when it has disposed of all claims filed against it pursuant to this chapter. The articles of termination shall state: …

355.706. Administrative dissolution, grounds. — The secretary of state may commence a proceeding under section 355.711 to administratively dissolve a corporation if: (1) The corporation does not pay within thirty days after they are due fees or penalties imposed by this chapter; …

355.711. Procedure, effect of administrative dissolution. — 1. Upon determining that one or more grounds exist under section 355.706 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 355.176. 2…

355.716. Reinstatement after administrative dissolution or forfeiture. — 1. A corporation administratively dissolved under section 355.711 or forfeited after 1978 for failure to file an annual report may apply to the secretary of state for reinstatement. The application must: (1)…

355.721. Appeal from denial of reinstatement. — 1. The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under section 355.176 with a written notice that explains the reason or reasons …

355.726. Judicial dissolution. — 1. 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; (b) The corporation has continued to exceed or abuse …

355.731. Procedure, 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 355.726 lies in the county where a corporation's principal office, or, i…

355.736. Receivership — custodianship. — 1. A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The cou…

355.741. Decree of dissolution. — 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 355.726 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk …

355.746. Assets of dissolved corporation — deposit with state treasurer. — Assets of a dissolved corporation which should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subje…

355.751. Foreign corporation, certificate of authority — transportation of business. — 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 const…

355.756. Consequences of transacting business without certificate of 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…

355.761. 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. The application must set forth: (1) The name of the foreign corporatio…

355.766. Amended certificate of authority. — 1. A foreign corporation authorized to transact business in this state must 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 …

355.771. 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 rights of the state to revoke the certificate as provided in this chapter. 2. A forei…

355.776. Name of foreign corporation. — 1. If the corporate name of a foreign corporation does not satisfy the requirements of section 355.146, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name …

355.781. Registered office, agent of foreign corporation. — Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) A registered office with the same address as that of its registered agent; and (2) A registered agent, …

355.786. Change of registered office, agent. — 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 forth: (1) Its name; (2) T…

355.791. Resignation of registered agent, foreign corporation. — 1. The registered agent of a foreign corporation may resign as agent by signing and delivering to the secretary of state for filing the original and two exact or conformed copies of a statement of resignation. The s…

355.796. Service upon 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…

355.801. Withdrawal of foreign corporation. — 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 transact business…

355.806. Revocation of certificate of authority, grounds. — 1. The secretary of state may commence a proceeding under section 355.811 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation does…