Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

356.201. Election to function as general and business corporation — how made — dissenting shareholder's rights. — 1. Subject to the restrictions of applicable licensing authorities a professional corporation may elect, at any time, upon the vote of the owners of a majority of the…

356.211. Registration report — filed when, contents — form — fee — penalties for failure to file or making false declarations. — 1. Each professional corporation and each foreign professional corporation shall file with the secretary of state a corporate registration report pursu…

356.221. Merger or consolidation with another corporation, when. — 1. A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporat…

356.231. Certificates of authority, required, exceptions — foreign corporations may be granted certificates of authority, requirements. — 1. No foreign professional corporation shall have the right to transact business of providing professional services in this state until it sha…

356.233. 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. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary …

356.241. Foreign professional corporations, application for certificate of authority, contents. — The application of a foreign professional corporation for a certificate of authority for the purpose of rendering professional services in this state shall include a statement that a…

356.251. Forfeiture of corporate rights, when — duties of licensing authority. — The certificate of incorporation of a professional corporation or the certificate of authority of a foreign professional corporation may be forfeited by the secretary of state if the corporation fail…

356.261. Application of law. — On and after August 13, 1986, the provisions of sections 356.011 to 356.261 shall apply in full to all corporations previously subject to any law which was a predecessor to sections 356.011 to 356.261. ­­-------- (L. 1986 H.B. 1230)

357.010. Authorization of cooperative plan — purposes — other corporations may convert to cooperatives, procedure. — 1. Any number of persons, not less than twelve, may associate themselves together as a cooperative association, society or exchange, having all the incidents, powe…

357.015. Housing cooperative, defined, limitations. — 1. For the purposes of this section, a "housing cooperative" means a cooperative incorporated under this chapter, as modified by this section, for the purpose of producing or furnishing housing. 2. Any number of persons, not l…

357.020. Articles of incorporation — filing — certificate. — The persons so desiring to associate themselves together shall all sign, and at least five of them acknowledge before a notary public, written articles of association or agreement, which shall contain the name of the sa…

357.030. Amendments to articles — change in number of authorized shares — fees. — Any such association may amend its articles of incorporation by a majority vote of its shareholders at any regular shareholders' meeting or at any special shareholders' meeting called for that purpo…

357.040. Issuance of common and preferred stock. — By unanimous agreement persons desiring to associate themselves together for the purpose of forming a corporation to conduct any agricultural or mercantile business for the purpose of producing or furnishing goods, services or ho…

357.050. Limit of shares. — No shareholder in any such association shall own shares of a greater aggregate par value than ten percent of the aggregate par value of all shares of stock of such association. ­­-------- (RSMo 1939 § 14413) Prior revisions: 1929 § 12755; 1919 § 10253…

357.060. Fees for incorporation. — 1. For incorporation under this chapter as herein provided, there shall be paid to and collected by the state director of revenue a fee of fifty dollars for the first fifty thousand dollars or less of capital stock, and the further sum of five d…

357.070. Fees of recorder of deeds. — The fees of the recorder of deeds for any service required by this chapter shall be the same as those now customarily appertaining to his office for similar services. ­­-------- (RSMo 1939 § 14412) Prior revisions: 1929 § 12754; 1919 § 10252…

357.080. Management by board — election — removal. — 1. Every such association shall be managed by a board of not less than five directors, who shall be elected by and from the shareholders, subject to such restrictions and with such qualifications as may be prescribed by the byl…

357.090. Election of directors. — In the election of directors of such associations, each shareholder, regardless of the number of shares held by him or her in said association, shall have the right to cast only one vote for each director to be elected, which vote may be cast eit…

357.100. Business policies — control — vote. — Notwithstanding the foregoing provision for the management of the general affairs of each such association by its board of directors, the control of the policies of such association is hereby reserved to and conferred upon their resp…

357.110. Proxies, how voted. — At any regularly called general or special meeting of shareholders for the purpose of electing directors, a written vote signed by and received by mail or messenger from any absent shareholders shall be accepted as the vote of such absentee. This ru…

357.120. Stock, who may purchase. — Any part or all of the common stock of any corporation organized for the purpose of producing or furnishing goods, services, or housing, or for the purpose of conducting any agricultural or mercantile business on the cooperative plan as provide…

357.130. Method of distribution of earnings of association — provisions of bylaws. — 1. The shareholders of such an association at any general or special meeting, shall apportion the earnings by first setting aside not less than ten percent of the net profits for a reserve fund u…

357.140. Auditing of books annually. — All associations formed under the provisions of section 357.010, shall keep a set of books showing the business operation of said association, and said books shall be audited by competent auditors once each year; which auditor shall not be a…

357.150. Use of funds. — None of the funds of any association organized under the provisions of this chapter shall be used in the payment of any expenses for promotion of any such organization, such, for instance, as commissions, salaries or expenses of any kind, character, or na…

357.160. Private property exempt. — The private property of shareholders shall be exempt from execution for the debts of any such association. ­­-------- (RSMo 1939 § 14423) Prior revisions: 1929 § 12765; 1919 § 10261

357.170. Prior cooperative associations. — All cooperative agricultural corporations, companies or associations, coming within the purview of this law, and heretofore organized and doing business under prior statutes and which have attempted so to organize and do business, shall …

357.180. Dissolution proceedings, how taken. — 1. Whenever eighty percent of the stockholders of a corporation engaged in agricultural or mercantile business vote for a dissolution of said corporation for the purpose of reincorporating under the cooperative plan as provided for i…

357.190. Use of the name "cooperative" prohibited. — No corporation or association hereafter organized shall be entitled to use the word "cooperative" as part of its corporate or other business name or title, unless it has complied with the provisions of this chapter or a law pro…

358.010. Name of law. — This chapter may be cited as "Uniform Partnership Law". ­­-------- (L. 1949 p. 506 § 1)

358.020. Definitions. — In this chapter: (1) "Bankrupt" includes a debtor pursuant to a voluntary or involuntary petition filed under the Federal Bankruptcy Code or a person or entity subject to an insolvency or similar proceeding under state law; (2) "Business" includes every tr…

358.030. Interpretation of knowledge and notice. — 1. A person has "knowledge" of a fact within the meaning of this law not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith. 2. A person has "noti…

358.040. Rules of construction. — 1. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this law. 2. The law of estoppel shall apply under this law. 3. The law of agency shall apply under this law. 4. This law shall be…

358.050. Rules for cases not provided for in this law. — In any case not provided for in this law the rules of law and equity, including the law merchant, shall govern. ­­-------- (L. 1949 p. 506 § 5)

358.060. Partnership defined. — 1. A "partnership" is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this state, a registered limited liability partnership. 2. But any association formed under any…

358.065. Partnerships to register fictitious names, procedure. — All partnerships shall comply with the provisions of section 417.210 relating to the registration of fictitious names with the secretary of state. ­­-------- (L. 1983 S.B. 367)

358.070. Rules for determining the existence of a partnership. — In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section 358.160 persons who are not partners as to each other are not partners as to third persons; (2) Joint tenancy, …

358.080. Partnership property. — 1. All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership is partnership property. 2. Unless the contrary intention appears, property acquired with partnership fu…

358.090. Partner agent of partnership as to partnership business. — 1. Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the …

358.100. Conveyance of real property of the partnership. — 1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner'…

358.110. Partnership bound by admission of partner. — An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this law is evidence against the partnership. ­­-------- (L. 1949 p. 506 § 11)

358.120. Partnership charged with knowledge of or notice to partner. — Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of…

[Repealed or reserved.]

358.140. Partnership bound by partner's breach of trust. — The partnership is bound to make good the loss (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) Where the partnership in the c…

358.150. Nature of partner's liability. — 1. Except as provided in subsection 2 of this section, all partners are liable jointly and severally for everything chargeable to the partnership pursuant to sections 358.130 and 358.140, and for all other debts and obligations of the par…

358.160. Partner by estoppel. — 1. When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such per…

358.170. Liability of incoming partner. — A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability …

358.180. Rules determining rights and duties of partners. — The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) Each partner shall be repaid the partner's contributions, wheth…

358.190. Partnership books. — The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. ­­-------- (L. 1949 p…

358.200. Duty of partners to render information. — Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability. ­­-------- (L. 1949 p. 506 § …

358.210. Partner accountable as a fiduciary. — 1. Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidat…