Title XXIII, CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.415. Consolidation procedure. — Any two or more domestic corporations may consolidate into a new domestic corporation in the following manner: The board of directors of each corporation shall approve a plan of consolidation and direct the submission of the plan to a vote at a…

351.420. Merger plan to be submitted to shareholders, procedure. — The plan of merger or plan of consolidation shall be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one…

351.425. Voting by shareholders on plan for merger or consolidation. — At each such meeting a vote of the shareholders entitled to vote thereat shall be taken on the proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the…

351.430. Summary of articles of merger or consolidation filed — contents. — After a plan of merger or consolidation is authorized in accordance with sections 351.420 and 351.425, the surviving corporation shall file a summary articles of merger or summary articles of consolidatio…

351.435. Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation. — The original copy of the articles of merger or articles of consolidation shall be delivered to the secretary of state by the surviving corporation in the cas…

351.445. Certificate of merger returned to surviving or new corporation. — The certificate of merger and certified copy thereof, with a copy of the articles of merger affixed thereto by the secretary of state, or the certificate of consolidation and certified copy thereof, with a…

351.447. Corporation holding ninety percent of the shares of another may merge without election, when. — 1. In any case in which at least ninety percent of the outstanding shares of each class of a corporation or corporations is owned by another corporation and one of the corpora…

351.448. Merger without shareholders' vote, when — requirements, results. — 1. Unless expressly required by its articles of incorporation for a holding company reorganization pursuant to this section through the use of a specific reference to this section, no vote of shareholders…

351.450. New status after merger or consolidation has been effected. — When such merger or consolidation has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that cor…

351.455. Shareholder entitled to appraisal and payment of fair value, when — remedy exclusive, when. — 1. Any shareholder shall be deemed a dissenting shareholder and entitled to appraisal under this section if such shareholder: (1) Owns stock of a corporation which is a party to…

351.458. Merger or consolidation with foreign corporation — procedure. — 1. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under wh…

351.459. Definitions — business combinations, requirements — permitted combinations — exceptions. — 1. For the purposes of this section, the following terms mean: (1) "Affiliate", a person that directly, or indirectly through one or more intermediaries, controls, or is controlled…

351.461. Merger of domestic corporation. — A domestic corporation may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other …

351.462. Dissolution by incorporators or initial directors. — A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of…

351.464. Dissolution by board of directors and shareholders. — 1. A corporation's board of directors may propose dissolution for submission to the shareholders. 2. For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders …

351.466. Dissolution by consent of all shareholders. — A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution. ­­-------- (L. 1990 H.B. 1432)

351.467. Filing for discontinuation of certain corporations — procedure. — 1. If the stockholders of a corporation of this state, having only two shareholders each of which own fifty percent of the stock therein, shall be unable to agree upon the desirability of continuing the bu…

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

351.474. Revocation of dissolution. — 1. A corporation may revoke its dissolution within one hundred twenty days of its effective date. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocat…

351.476. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that w…

351.478. Known claims against dissolved corporation. — 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation shall dispose of the known claims against it by following the procedure d…

351.482. Unknown claims against dissolved corporation. — 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation may also publish notice of its dissolution and request that persons wit…

351.483. Certain claims against insured dissolved corporations, limitations. — 1. Notwithstanding any other provision of this chapter to the contrary, subject to subsection 2 of this section, a claim against a corporation dissolved pursuant to this chapter for which claim the cor…

351.484. Grounds for administrative dissolution. — The secretary of state may commence a proceeding pursuant to section 351.486 to dissolve a corporation administratively if: (1) The corporation fails to pay any final assessment of Missouri corporation franchise tax as provided i…

351.486. Procedure and effect of administrative dissolution. — 1. If the secretary of state determines that one or more grounds exist under section 351.484 for dissolving a corporation, he shall serve the corporation with written notice of his determination under section 351.380.…

351.488. Reinstatement following dissolution — name of reinstated corporation — administrative dissolution, effect of. — 1. A corporation administratively dissolved pursuant to section 351.486 may apply to the secretary of state for reinstatement. The application must: (1) Recite…

351.492. Appeal from denial of reinstatement. — 1. If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation as provided in section 351.380 with a written notice that explains the reason or …

351.493. Penalties for violations by corporations or businesses. — If a corporation or other business is found guilty of violating section 566.203, 566.206, 566.209, 566.210, 566.211, 566.212*, 566.213*, or 566.215, in addition to the criminal penalties described in such sections…

351.494. Grounds for judicial dissolution. — 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; or (b) The corporation has continued to exce…

351.496. Procedure for 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 351.494 lies in the county where a corporation's principal office, or…

351.498. Receivership or custodianship. — 1. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hea…

351.502. Decree of dissolution. — 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 351.494 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk …

351.504. Deposit with state treasurer. — Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasur…

351.522. Request for termination — contents — fees. — 1. A dissolved corporation shall file a request for termination with the secretary of state's office when it has disposed of all claims filed against it pursuant to sections 351.478 and 351.482 and all remaining assets have be…

351.526. Certain corporations, directors and officers as trustees. — If the corporate rights and privileges of any corporation were forfeited prior to August 28, 1990, the directors and officers in office when the forfeiture occurred shall be the trustees of the corporation, and …

351.572. Authority to transact business required. — 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 constitute transacting business within t…

351.574. Consequences of transacting business without 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. The successor…

351.576. 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 for filing. The application must set forth: (1) The name of the foreign…

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

351.582. 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 right of the state to revoke the certificate as provided in this chapter. 2. A foreign…

351.584. Corporate name of foreign corporation. — 1. If the corporate name of a foreign corporation does not satisfy the requirements of section 351.110, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) May add the w…

351.586. Registered office and agent of foreign corporation. — Each foreign corporation authorized to transact business in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered age…

351.588. Change of registered office of agent of foreign corporation. — 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 f…

351.592. Resignation of registered agent of foreign corporation. — 1. The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the secretary of state for filing the original and two exact or conformed copies of a statement of re…

351.594. Service on 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. …

351.596. Withdrawal of foreign corporation, procedure. — 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 transa…