Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

355.446. Resignation, removal of officers. — 1. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future effective date. If a resignation is made effective at a future d…

355.451. Officer's contract rights. — 1. The appointment of an officer does not itself create contract rights. 2. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract …

355.456. Execution of contracts by officers. — Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowle…

355.461. Indemnification — definitions. — As used in sections 355.461 to 355.501, the following terms mean: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon con…

355.471. Indemnification of directors. — Unless limited by its articles of incorporation or bylaws, a corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is …

355.476. Indemnification of other persons. — 1. A corporation created under the laws of this state may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, admi…

355.495. Powers of general assembly. — The general assembly shall at all times have power to prescribe such regulations, provisions, and limitations with respect to corporations to which this chapter is applicable as it may deem advisable, which regulations, provisions and limita…

355.496. Insurance. — A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request …

355.500. Corporations organized under chapter 352 to continue. — Chapter 352 shall remain in force and effect as to corporations heretofore or hereafter organized thereunder which do not accept the provisions of this chapter in the manner provided in section 355.020. Nothing cont…

355.501. Validity of indemnification, advance for expenses. — 1. A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a con…

355.551. Amendment of articles. — 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 or to delete a provision not required in the articles. Whether a provision is required or permitted in th…

355.556. Amendment of articles without member approval. — 1. Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval: (1) To extend the duration of the corporation if it was i…

355.561. Amendment to articles by board or members. — 1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2 of this section, or the board of directors acting pursuant to subsection 3 of this section, require a greater vote or voting by class, a…

355.566. Class voting by members on amendments. — 1. Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class …

355.571. Articles of amendment, delivery. — A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If …

355.576. Restatement of articles of incorporation. — 1. A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. 2. The restatement may include one or more amendments to the articles. If the …

355.581. Amendment pursuant to judicial reorganization. — 1. A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 355.606 to carry out a plan of reorganization ordered or decreed by a court of competent…

355.586. Effect of amendment. — An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any propert…

355.591. Amendment by incorporators, directors. — If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to …

355.596. Amendment by directors and members. — 1. Unless this chapter, the articles, bylaws, the members acting pursuant to subsection 2 of this section, or the board of directors acting pursuant to subsection 3 of this section, require a greater vote or voting by class, an amend…

355.601. Class voting by members on amendments. — 1. Except as otherwise provided in this section the members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as…

355.606. Approval of amendments. — The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons…

355.611. Amendment terminating members or classes. — 1. Any amendment to the articles or bylaws of a public benefit corporation other than a church or convention or association of churches or a mutual benefit corporation which would terminate all members or any class of members o…

355.616. Plan of merger, approval. — 1. Subject to the limitations set forth in section 355.621, one or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 355.626. 2. The plan of merger must set…

355.621. Limitations upon mergers, certain companies. — 1. Without the prior approval of the circuit court having jurisdiction in the county where the registered office in this state of any domestic corporation which is a party to the merger is located, a public benefit corporati…

355.626. Approval of plan of merger. — 1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 of this section, require a greater vote or voting by class, a plan of merger to be adopted must be approved: (1) By the board;…

355.631. Articles of merger. — 1. After a plan of merger is approved by the board of directors, shareholders, and if required by section 355.626, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merge…

355.636. Effect of merger. — When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The title to all real estate and other prope…

355.641. Merger with foreign corporation. — 1. Except as provided in section 355.621, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if: (1) The merger is permitted by the law of the state or country under whose l…

355.646. Donations inure to surviving corporation. — Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger…

355.651. Sale, encumbrance of property. — 1. A corporation may on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course…

355.656. Approval required, certain transactions. — 1. A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities, on the terms and conditi…

355.661. Prohibited and authorized distributions. — 1. Except as authorized by subsections 2, 3 and 4 of this section, a corporation shall not make any distributions. 2. A mutual benefit corporation may purchase its memberships if after the purchase is completed: (1) The corporat…

355.666. Dissolution, articles of, notice, plan. — 1. A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of di…

[Repealed or reserved.]

355.676. Dissolution of public benefit corporation. — 1. A public benefit corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice shall include a copy or…

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

355.686. Revocation of dissolution. — 1. A corporation may revoke its dissolution at any time prior to the effective date of articles of termination. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization per…

355.688. Duty to continue report, tax payments. — A voluntarily dissolved corporation must continue to file the corporate registration report and pay all required taxes due the state of Missouri until the effective date of articles of termination. ­­-------- (L. 1994 H.B. 1095, A…

355.691. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) Preserving and protecting its assets and minimizing its liabilities; (2…

355.696. Claims against dissolved corporation. — 1. A dissolved corporation shall dispose of the known claims against it by following the procedure described in this section. 2. The dissolved corporation shall notify its known claimants in writing of the dissolution at any time a…

355.701. Notice of dissolution — unknown claims. — 1. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. 2. The notice shall: (1) Be published one time in a ne…

355.702. Claims for which corporation will indemnify. — 1. Notwithstanding any other provision of this chapter to the contrary, except as provided in subsection 2 of this section, a claim against a corporation dissolved pursuant to this chapter for which claim the corporation has…

355.703. Articles of termination, contents. — 1. A voluntarily dissolved corporation shall file its articles of termination with the secretary of state's office when it has disposed of all claims filed against it pursuant to this chapter. The articles of termination shall state: …

355.706. Administrative dissolution, grounds. — The secretary of state may commence a proceeding under section 355.711 to administratively dissolve a corporation if: (1) The corporation does not pay within thirty days after they are due fees or penalties imposed by this chapter; …

355.711. Procedure, effect of administrative dissolution. — 1. Upon determining that one or more grounds exist under section 355.706 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 355.176. 2…

355.716. Reinstatement after administrative dissolution or forfeiture. — 1. A corporation administratively dissolved under section 355.711 or forfeited after 1978 for failure to file an annual report may apply to the secretary of state for reinstatement. The application must: (1)…

355.721. Appeal from denial of reinstatement. — 1. The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under section 355.176 with a written notice that explains the reason or reasons …

355.726. Judicial dissolution. — 1. 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; (b) The corporation has continued to exceed or abuse …

355.731. Procedure, 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 355.726 lies in the county where a corporation's principal office, or, i…