Title XXIII, CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

349.075. Trust agreements authorized. — A resolution of the corporation authorizing the issuance of any notes or bonds or any issue thereof may provide that such notes or bonds shall be secured by a trust agreement between the corporation and a corporate trustee, vesting in such …

349.080. Individuals not liable on notes or bonds. — Neither the directors of any corporation nor any person executing the bonds or notes shall be liable personally on the bonds or notes by reason of the issuance thereof. Bonds and notes issued under this section by a corporation…

349.085. Notes and bonds declared to be approved investments for fiduciaries. — The notes and bonds of the corporation are securities in which all public officers and bodies of this state and all municipalities and municipal subdivisions, all insurance companies and associations …

349.090. Projects not tax exempt, exceptions — bond and note interest is exempt, exception. — Projects acquired, constructed, reconstructed, enlarged, improved, furnished, equipped, maintained, repaired, operated, leased, financed or sold by the corporation pursuant to sections 3…

349.095. Dissolution of corporation, effect of. — Upon termination or dissolution, all rights and properties of the corporation shall pass to and be vested in the county or municipality of incorporation, subject to the rights of bondholders, noteholders, and other creditors. Exce…

349.100. Disclaimer as to impairment of other powers of political subdivisions. — Nothing herein contained shall impair or affect the power or jurisdiction of the municipality, county, township, or school districts in which the corporations organized hereunder are located, and su…

349.105. Annual report, contents. — No later than January thirty-first of each year, the issuing authority shall file a report with the department of economic development on the previous year's issuances, which report shall contain only the following information: (1) The name and…

350.010. Definitions. — For the purposes of this section, the terms defined in this section have the meanings here given them: (1) "Agricultural land" means land used for farming. (2) "Authorized farm corporation" means a corporation meeting the following standards: (a) All of it…

350.015. Corporations not to engage in farming — exceptions. — After September 28, 1975, no corporation not already engaged in farming shall engage in farming; nor shall any corporation, directly or indirectly, acquire, or otherwise obtain an interest, whether legal, beneficial o…

350.016. Restriction on corporate farming, exceptions, certain counties engaging in production of swine. — The restrictions set forth in section 350.015 shall not apply to agricultural land which is used by a corporation or limited partnership for the production of swine or swine…

350.017. Agricultural land in use as of September 28, 2007, exempt from certain restrictions for production of swine in certain counties — no expansion permitted. — 1. The restrictions under section 350.015 shall not apply to agricultural land in use as of September 28, 2007, by …

350.020. Reports required, when — penalty for failure to file or false report. — 1. Every corporation engaged in farming, or proposing to commence farming, in this state after September 28, 1975, shall file with the director of the state department of agriculture a report contain…

350.025. Farm cooperatives to file reports. — All farm cooperatives who own farm land shall report under section 350.020 hereof. ­­-------- (L. 1975 H.B. 655 § 5)

350.030. Attorney general to enforce — venue — divestment of lands, failure, effect of. — If the attorney general finds a corporation is violating sections 350.010 to 350.030, he shall institute an action in the circuit court of Cole County, Missouri, if a foreign corporation, an…

350.040. Farming corporations or cooperatives not to receive economic assistance, exceptions. — Notwithstanding any other provision of law to the contrary, any corporation or cooperative engaged in farming as defined in subdivision (6) of section 350.010 shall not be eligible for…

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…