Title XXIII, CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

351.608. No prior approval by state agency necessary for acquisition of stocks and bonds by foreign corporations, when. — Notwithstanding any provision of law to the contrary in this or any other chapter, no foreign corporation doing business in this state shall be required to ob…

351.609. Records possessed by corporations providing certain services to the public, definitions — applicability of section — records provided under subpoena or warrant — accelerated or extended time for production of records — motion to quash — authenticity verified — Missouri c…

351.655. Waiver of notice equivalent to giving of notice. — Whenever any notice whatever is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of any corporation, a waiver thereof in writing signed by the p…

351.657. Abstract of corporate or registration record, fee — certification by secretary of state, fee — no fees, who — public inspection authorized — information by telephone, what given. — 1. The secretary of state shall, upon receipt of a written or electronic request and a fee…

351.658. Fees for corporate filings with secretary of state. — Except as otherwise provided in this chapter, the secretary of state shall charge and collect for: (1) Filing application for reservation of a corporate name, twenty dollars; (2) Filing amendment to articles of incorp…

351.660. Power and authority of secretary of state. — In addition to the power and authority heretofore expressly given the secretary of state by this chapter the secretary of state also shall have such further power and authority as is reasonably necessary to enable him to admin…

351.665. Secretary of state may examine books and records — penalty for disclosing information. — The secretary of state and supervisor of corporation registration shall have power to examine the books and records of any corporation to which this chapter applies, and it shall be …

351.670. Disapproval of articles of incorporation, amendment, merger — forfeiture of certificate of authority — review. — If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required…

351.675. Fees paid to director of revenue. — All fees required to be paid to the state shall be remitted to the director of revenue. ­­-------- (RSMo 1939 § 5110, A.L. 1943 p. 410 § 132, A.L. 1945 p. 711) Prior revisions: 1929 § 4638; 1919 § 9832

351.680. Deposit of registration moneys. — The moneys arising from registration fees under this law shall be deposited in the state treasury to the credit of the ordinary revenue fund. ­­-------- (RSMo 1939 § 5107, A.L. 1943 p. 410 § 130, A. 1949 H.B. 2079) Prior revisions: 1929 …

351.685. Administrative personnel — compensation. — 1. The secretary of state is hereby empowered to employ a registration clerk, and such clerical help during the months of June, July, August and September, of each year, as are necessary to administer this law, and some suitable…

351.690. Applicability of chapter to certain corporations. — The provisions of this chapter shall be applicable to existing corporations and corporations not formed pursuant to this chapter as follows: (1) Those provisions of this chapter requiring reports, registration statement…

351.695. Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws. — All rights, privileges, immunities and franchises vested or accrued under the provisions of any law in force prior to the enactment of this chapter, and all …

351.700. Powers of general assembly. — The general assembly shall at all times have power to prescribe such regulations, provisions and limitations as it may deem advisable, which regulations, provisions and limitations shall be binding upon any and all corporations, domestic or …

351.705. No exemption from antitrust law. — That nothing in this law contained shall be held to exempt any corporation from any of the fines and penalties prescribed by chapter 416 relating to pools, trusts, conspiracies and discriminations. ­­-------- (RSMo 1939 § 5111, A.L. 194…

351.710. Penalty for refusal to exhibit books and records. — If any officer, or agent, of any such corporation shall refuse the demand of the secretary of state, or supervisor of corporations, to exhibit the books and records of such corporation for examination, he, or they, shal…

351.713. Penalty for signing false documents. — 1. A person commits an offense if he signs a document provided for in this chapter which he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing. 2. A violation of th…

351.715. Penalty for violations. — For violation of any provisions of this chapter for which no other penalty is provided, the person violating shall be deemed guilty of a misdemeanor and upon conviction punished as provided in section 351.720. ­­-------- (RSMo 1939 § 5109, A.L. …

351.720. Punishment when convicted of misdemeanor. — Any person convicted of a misdemeanor for violation of any of the provisions of this chapter shall be punished by a fine of not less than one hundred dollars nor more than one thousand dollars, or by imprisonment in the county …

351.750. Application of law. — 1. The provisions of this chapter apply to statutory close corporations to the extent not inconsistent with the provisions of sections 351.750 to 351.865. 2. Sections 351.750 to 351.865 apply to professional corporations organized pursuant to chapte…

351.755. Definition — election of status. — 1. A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation. 2. A corporation having fifty or fewer shareholders may become a statutory clos…

351.760. Notice of status on issued shares. — 1. The following statement shall appear conspicuously on each share certificate issued by a statutory close corporation: The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders…

351.765. Share transfer prohibition. — 1. An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under the provisions of secti…

351.770. Share transfer after first refusal by corporation. — 1. A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of section 351.765 shall first offer them to the corporation after obtaining an offer to purchase the shares …

351.775. Attempted share transfer in breach of prohibition. — 1. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. 2. An attempt to transfer shares in a statutory close corporati…

351.780. Compulsory purchase of shares after death of shareholder. — 1. This section and sections 351.785 to 351.790 apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate o…

351.785. Exercise of compulsory purchase right. — 1. A person entitled and desiring to exercise the compulsory purchase right described in section 351.780 shall deliver a written notice to the corporation, within one hundred twenty days after the death of the shareholder, describ…

351.790. Court action to compel purchase. — 1. If an offer to purchase shares made under section 351.785 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circui…

351.800. Shareholder agreements. — 1. All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the co…

351.805. Elimination of board of directors. — 1. A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect. 2. An amendment to articles of incorporation eliminating a board of directors shall be appr…

351.810. Bylaws. — 1. A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 351.800. 2. If a corporation does not have byla…

351.815. Annual meeting. — 1. The annual meeting date for a statutory close corporation is the first business day after May thirty-first unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 351.800 fixes a different date. 2. A statutory c…

351.820. Execution of documents in more than one capacity. — Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, …

351.825. Limited liability. — The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the …

351.830. Merger — share exchange — sale of assets. — 1. A plan of merger or consolidation: (1) That if effected would terminate statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statuto…

351.835. Termination of close corporation status. — 1. A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation…

351.840. Effect of termination of close corporation status. — 1. A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter other than sections 351.750 to 351.865 or, if incorporated under chapter 356, to all …

351.845. Shareholder option to dissolve corporation. — 1. The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number of percentage of shares of any class or series, to dissolve the corporation at wil…

351.850. Court action to protect shareholders. — 1. Subject to satisfying the conditions of subsections 3 and 4 of this section, a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in section 351.855, 351.860 or 351.865 if…

351.855. Ordinary relief. — If the court finds that one or more of the grounds for relief described in subsection 1 of section 351.850 exist, it may order one or more of the following types of relief: (1) The performance, prohibition, alteration, or setting aside of any action of…

351.860. Extraordinary relief — share purchase. — 1. If the court finds that the ordinary relief described in subsection 1 of section 351.855 is or would be inadequate or inappropriate, it may order the corporation dissolved under the provisions of section 351.865 unless the corp…

351.865. Extraordinary relief — dissolution. — 1. The court may dissolve the corporation if it finds: (1) There are one or more grounds for judicial dissolution under section 351.494; or (2) All other relief ordered by the court under section 351.855 or 351.860 has failed to reso…

351.870. Definitions. — In sections 351.870 to 351.930: (1) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder; (2) "Corporation" means a statutory close corporation at the time the corpor…

351.875. Grounds for shareholder dissent. — 1. A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party if shareh…

351.880. Rights of partial dissenter. — 1. A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the …

351.885. Meeting notice to state shareholder may be entitled to assert dissenters' rights. — 1. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are o…