Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

355.001. Citation of law. — This chapter shall be known and may be cited as the "Missouri Nonprofit Corporation Act". ­­-------- (L. 1994 H.B. 1095) Effective 7-01-95

355.011. Filing requirements. — 1. A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. 2. No document shall be entitled to filing by the secretary of stat…

355.016. Forms. — 1. The secretary of state may prescribe and furnish on request, forms for: (1) A foreign corporation's application for a certificate of authority to transact business in this state; (2) A foreign corporation's application for a certificate of withdrawal; and (3)…

[Repealed or reserved.]

355.021. Fees. — 1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing: (1) Articles of incorporation, twenty dollars; (2) Application for reserved name, twenty dollars; (3) Notice of transfer of reserv…

355.023. Additional fee — expiration date. — The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary …

355.025. Purposes for which organized. — Nonprofit corporations may be organized under this chapter for any one or more of the following or similar purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; cultural; social welfare; healt…

355.026. Effective date of documents. — 1. Except as provided in subsection 2 of this section, a document is effective: (1) On the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (2) On the date specified in the document as its …

355.031. Correction of filed documents. — 1. A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. 2. A document …

355.036. Filing duty of secretary of state — refusal — effect. — 1. If a document delivered to the office of the secretary of state for filing satisfies the requirements of section 355.011, the secretary of state shall file it. 2. The secretary of state files a document by stampi…

355.041. Mandamus action to compel filing. — If the secretary of state refuses to file a document delivered for filing to his office, the domestic or foreign corporation may file an action for mandamus, as otherwise provided by law, to compel filing the document. ­­-------- (L. 1…

355.046. Evidentiary effect of certificate. — A certificate attached to a copy of a document bearing the secretary of state's signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state…

355.051. Certificate of existence. — 1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation. 2. The certificate of existence shall set forth: (1) The domestic corporation's corporate name or the foreign corpor…

355.056. False document — penalty. — 1. A person commits an offense by signing a document which such person knows is false in any material respect with intent that the document be delivered to the secretary of state for filing. 2. An offense under this section is a class A misdem…

355.061. Power of secretary of state. — The secretary of state shall have the power reasonably necessary to perform the duties required of his office by the provisions of this chapter. ­­-------- (L. 1994 H.B. 1095) Effective 7-01-95

355.066. Definitions. — Unless the context otherwise requires or unless otherwise indicated, as used in this chapter the following terms mean: (1) "Approved by or approval by the members", approved or ratified by the affirmative vote of a majority of the voters represented and vo…

355.071. Notice — form — requirements. — 1. For purposes of this chapter, notice may be oral or written. 2. Notice may be communicated in person, by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier; if these forms of p…

355.076. Private foundations. — 1. Except where otherwise determined by a court of competent jurisdiction, a corporation which is a private foundation as defined in section 509(a) of the Internal Revenue Code: (1) Shall distribute such amounts for each taxable year at such time a…

355.081. Court-ordered meetings. — 1. If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, …

355.086. Notice to attorney general, requirement. — 1. The attorney general shall be given notice of the commencement of any proceeding which this chapter authorizes the attorney general to bring but which has been commenced by another person. 2. Whenever any provision of this ch…

355.096. Articles of incorporation — contents. — 1. One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. 2. The articles of incorporation adopted after July 1, 1995, mus…

355.101. Corporate existence begins, when. — 1. Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. 2. The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporator…

355.106. Liability for preincorporation actions. — 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. 1994 H.B. 1095) E…

355.111. Organizational meeting. — 1. After incorporation: (1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation …

355.116. Bylaws. — The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. …

355.121. Emergency bylaws and powers. — 1. Unless the articles provide otherwise, the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection 4 of this section. The emergency bylaws, which are subject to amendment or…

355.126. Purpose. — 1. Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. 2. A corporation engaging in an activity that is subject to regulation under an…

355.131. Duration, succession — general powers. — Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out i…

355.136. Emergency powers. — 1. In anticipation of or during an emergency as defined in subsection 4 of this section, the board of directors of a corporation may modify lines of succession to accommodate the incapacity of any director, officer, employee or agent and relocate the …

355.141. Power to act — challenge. — 1. Except as provided in subsection 2 of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. 2. A corporation's power to act may be challenged in a proceeding ag…

355.146. Corporate name requirements. — 1. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 355.126 and its articles of incorporation. 2. Except as authorized by subsection 3 of this…

355.151. Reservation of name. — 1. A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. Upon finding that the cor…

355.161. Registered office and agent. — Each corporation must continuously maintain in this state: (1) A registered office with the same address as that of the registered agent; and (2) A registered agent, who may be: (a) An individual who resides in this state and whose office i…

355.166. Change of registered office or agent. — 1. A corporation 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) The name of the corporation; (2) The street address of its current …

355.171. Resignation of registered agent. — Any registered agent of a corporation may resign as such agent upon filing a written notice of the resignation, executed in duplicate, with the secretary of state, who shall immediately mail a copy to any officer of the corporation at h…

355.176. Service. — 1. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. 2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be…

355.181. Members. — 1. The articles or bylaws may establish criteria or procedures for admission of members. No person shall be admitted as a member without his or her consent. 2. A corporation is not required to have members. 3. Except as provided in its articles or bylaws, a co…

355.186. Member's rights, obligations. — All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights and obligations with respect to any ot…

355.191. Membership transfer restricted, when. — 1. Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. 2. No member of a public benefit corporation may transfer a memb…

355.196. Merger of domestic corporation. — A domestic corporation, subject to the provisions of this chapter, may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporatio…

355.197. Member's liabilities. — 1. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. 2. A member may become liable to the corporation for dues, assessments or fees; but an article or bylaw provision …

355.201. Creditor action against member. — 1. No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatis…

355.206. Resignation of member. — A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. ­­-------- (L. 1994…

355.211. Expulsion, suspension, termination of member — procedure. — 1. No member of a public benefit corporation other than a church or convention or association of churches or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corp…

355.216. Purchase of membership, restrictions. — 1. A public benefit corporation may not purchase any of its memberships or any right arising therefrom. 2. A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the a…

355.221. Derivative suit — proceeding brought in the right of corporation. — 1. A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by any member or members having ten percent or more of the voting power or by fifty mem…

355.226. Delegates. — 1. A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. 2. The articles or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations and obligations …

355.229. Applicability of law. — The provisions of sections 355.231 to 355.306 shall be applicable to all corporations which have two or more members who are natural persons and, to the extent provided in the bylaws of the corporation, shall be applicable to all other corporation…

355.231. Annual, regular meetings. — 1. A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. 2. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance…

355.236. Special meetings. — 1. A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) Except as provided in the articles or bylaws of a public benefit corporation…