Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.1126. Cooperative interests in other business entity, representative at business meeting of other entity permitted. — A cooperative that holds ownership interests of another business entity may, by direction of the board, elect or appoint a person to represent the cooperative…

351.1129. Property rights of cooperative. — 1. A cooperative may, by resolution of the board and without first obtaining member approval, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or…

351.1132. Transfer of membership and financial rights, restrictions — death of member, effect of. — 1. A restriction on the transfer of membership interests of a cooperative may be imposed in the articles, bylaws, by a resolution adopted by the members, or by an agreement among o…

351.1135. Contributions accepted, when, requirements. — 1. Subject to any restrictions in sections 351.1000 to 351.1228, the articles, or bylaws regarding patron and nonpatron membership interests, and only when authorized by the board, a cooperative may accept contributions whic…

351.1138. Contribution agreements, requirements. — 1. A contribution agreement, whether made before or after the formation of the cooperative, is not enforceable against the would-be contributor unless it is in writing and signed by the would-be contributor. 2. Unless otherwise p…

351.1141. Contribution rights agreements. — 1. Subject to any restrictions in the articles or bylaws, a cooperative may enter into contribution rights agreements under the terms, provisions, and conditions fixed by the board. 2. Any contribution rights agreement shall be in writi…

351.1144. Profits and losses, allocation of, requirements. — 1. Unless otherwise set forth in the articles or bylaws, the board shall prescribe the allocation of profits and losses between patron membership interests collectively and any other membership interests, which profits …

351.1147. Net income, set aside permitted, when — annual distribution required — refund credits. — 1. A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve. 2. Exc…

351.115. Reservation of right to exclusive use of corporate name, time period. — 1. The exclusive right to the use of a corporate name may be reserved by: (1) Any person intending to organize a corporation under this chapter; (2) Any domestic corporation intending to change its n…

351.1150. Unclaimed property, how treated. — 1. A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property filed under section 447.539: (1) Distribute the unclaimed property to a business entity or organiza…

351.1153. Merger and consolidation — definitions — procedure, effect of. — 1. As used in this section and sections 351.1156 and 351.1159, the following words shall mean: (1) "Consolidated entity", that entity, or those entities, which are being consolidated into the new entity as…

351.1156. Subsidiaries, merger with parent, when, procedure — certificate of merger required. — 1. A parent cooperative owning at least ninety percent of the outstanding ownership interests in a subsidiary business entity, whether directly or indirectly through related organizati…

351.1159. Abandonment of plan of merger, procedure. — 1. After a plan of merger has been approved by the members entitled to vote on the approval of the plan and before the effective date of the plan, the plan may be abandoned by the same vote that approved the plan. 2. A plan of…

351.1162. Dissolution, affirmative vote required. — A cooperative may be dissolved by the affirmative vote of two-thirds of the members or by order of the court. ­­-------- (L. 2011 S.B. 366)

351.1165. Notice of dissolution. — Before a cooperative begins dissolution, a notice of intent to dissolve shall be filed with the secretary of state. The notice shall contain: (1) The name of the cooperative; (2) The date and place of the members' meeting at which the resolution…

351.1168. Dissolution, interests in property may be conveyed, when. — 1. After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board shall proceed as soon as possible: (1) To collect or make…

351.1171. Revocation of dissolution proceedings, when — members' meeting permitted — effective date of revocation. — 1. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state. 2. The board may call a members' meeting to con…

351.1174. Creditor claims barred, when. — The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice …

351.1177. Articles of dissolution, procedure. — 1. Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by…

[Repealed or reserved.]

351.1183. Equitable relief and liquidation of assets, when. — 1. A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business: (1) In a supervised voluntary dissolution that is applie…

351.1186. Court authority in dissolution proceedings — receiver may be appointed — distribution of assets. — 1. In dissolution proceedings before a hearing can be completed, the court may: (1) Issue injunctions; (2) Appoint receivers with all powers and duties that the court dire…

351.1189. Receivers, requirements. — 1. A receiver shall be a natural person or a domestic business entity or a foreign business entity authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court. 2.…

351.1192. Involuntary dissolution, when. — 1. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that: (1) The articles and certificate of organization were procured through fraud; (2) …

351.1195. Creditor claims to be filed under oath, when, court procedure. — 1. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form…

351.1198. Discontinuance of involuntary dissolution. — The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss t…

351.120. Corporate registration report required, when — change in registered office or agent to be filed with report — waiver, when. — 1. Every corporation organized pursuant to the laws of this state, including corporations organized pursuant to or subject to this chapter, and e…

351.1201. Court order of dissolution, when. — 1. In an involuntary or supervised voluntary dissolution, after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or discharged and the remaining property and asset…

351.1204. Certified copy of dissolution to be filed. — After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state shall not charge a fee fo…

351.1207. Creditor claims after dissolution forever barred. — 1. A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings who does not file a claim or pursue a remedy in a legal, administrative, or arbitration procee…

351.1210. Claims against dissolved cooperative, former officers, directors, and members may defend. — After a cooperative has been dissolved, any of its former officers, directors, or members may assert or defend, in the name of the cooperative, a claim by or against the cooperat…

351.1213. Foreign cooperatives, conflict of laws — certificate of authority required, other requirements. — 1. (1) Subject to the constitution of this state, the laws of the jurisdiction under which a foreign cooperative is organized govern its organization and internal affairs a…

351.1216. Notice deemed given, when — electronic communications, consent given, when. — 1. Any notice to members given by the cooperative under any provision of sections 351.1000 to 351.1228, the articles, or the bylaws may be given in any of the following forms, and such notice …

351.1219. Cooperative not deemed a franchise. — A cooperative formed under and operating in compliance with sections 351.1000 to 351.1228 shall not be deemed or construed to be a franchise under the laws of the state of Missouri. ­­-------- (L. 2011 S.B. 366)

351.122. Option of biennial filing of corporate registration reports. — 1. Notwithstanding the provisions of section 351.120 to the contrary, beginning January 1, 2010, the secretary of state may provide corporations the option of biennially filing corporate registration reports.…

351.1222. Records and signatures — definitions — legal effect of. — 1. As used in this section, the following terms mean: (1) "Electronic", relating to technology, having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities; (2) "Electronic r…

351.1225. Amendments and repeal of act, state reserves right of. — The state reserves the right to amend or repeal the provisions of sections 351.1000 to 351.1228 by law. A cooperative organized or governed by sections 351.1000 to 351.1228 is subject to this reserved right. ­­---…

351.1227. Additional powers of secretary of state — rulemaking authority. — The secretary of state shall have further power and authority as is reasonably necessary to enable the secretary of state to administer this chapter efficiently and to perform the duties therein imposed u…

351.1228. Filing fees, determined by secretary of state. — Unless otherwise provided, the filing fee for documents filed under sections 351.1000 to 351.1228 shall be determined by the secretary of state. ­­-------- (L. 2011 S.B. 366)

351.125. Fees. — Every corporation required to register under the provisions of this chapter shall pay to the state a fee of forty dollars for its corporate registration if the report is filed in a written format. The fee is fifteen dollars for each corporate registration report …

351.127. 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, provided that the secretary of state may collect an additional fee of ten dollars on each corporate registration repor…

351.140. Registration, form — subject to false declaration penalties — notice on form required. — Each registration required by section 351.120 shall be on a form prescribed by the secretary of state and shall be executed subject to the penalties of section 575.040 by an officer …

351.145. Notice provided for corporate registration report. — It shall be the duty of the secretary of state to send notice that the corporate registration report is due to each corporation in this state required to register. The notice shall be directed to its registered office …

351.150. Failure to comply not excused for lack of notice. — No corporation shall be excused for its failure to comply with the provisions of this chapter by reason of failure to receive the notice in section 351.145 required to be given by the secretary of state. ­­-------- (RSM…

351.155. Duplicate forms, when furnished. — It shall be the duty of the secretary of state to furnish forms of corporate registration reports to any corporation upon request to any representative of the corporation, but no such form of the corporate registration report shall be f…

351.156. Evidentiary effect of copy of filed document. — A certificate attached to a copy of a document filed by the secretary of state, bearing his signature, which may be in facsimile, and the seal of this state, is prima facie evidence that the original document is on file wit…

351.160. Shares or bonds shall be for money paid, labor or property actually received — bonded indebtedness, how incurred. — 1. No corporation shall issue shares, or bonds or other obligations for the payment of money, except for money paid, labor done or property actually receiv…

351.165. Note or obligation not to be considered payment for original issue shares — corporation shall not lend money to shareholder for purchase of shares — liability. — No note or obligation given by any shareholder, whether secured by deed of trust, mortgage or otherwise, shal…

351.170. Expenses of organization or reorganization, how paid. — The reasonable charges and expenses of organization or reorganization of a corporation and reasonable compensation for the sale or underwriting of its shares, may be paid or allowed by such corporation out of consid…

351.175. Subscriptions for shares — payment — failure to pay — notice for payment or forfeiture. — 1. The board of directors shall have the power to accept or reject subscriptions for shares whether made before or after the organization of the corporation. 2. Unless otherwise pro…