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2018 Missouri Revised Statutes
Title XXIII - Corporations, Associations and Partnerships
Chapter 351 - General and Business Corporations

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Chapter Cross References

GENERAL PROVISIONS

Section 351.010 Title of Law. (8/28/1943)
Section 351.015 Definitions. (8/28/2007)
Section 351.017 Independent legal significance doctrine applicable to sections in this chapter. (8/28/1998)

ORGANIZATION AND EXISTENCE OF CORPORATIONS

Section 351.020 What corporations may organize under this law. (8/28/1975)
Section 351.025 Corporation organized under special law may file certification of acceptance of this law. (8/28/2007)
Section 351.030 Organization of street railroad, telegraph and telephone corporations, booming and rafting corporations. (8/28/1943)
Section 351.035 Bridge corporations — organization — powers. (8/28/1943)
Section 351.040 Use of streets by bridge corporations — damages to abutting property. (8/28/1943)
Section 351.045 Condemnation of lands and easements of light and air — procedure. (8/28/1943)
Section 351.046 Filing requirements — filing signifies document is correct. (8/28/2004)
Section 351.047 Forms. (8/28/2009)
Section 351.048 Effective dates of filing of documents — delayed effective date. (5/29/1991)
Section 351.049 Correcting filed documents — fee. (8/28/1990)
Section 351.050 Incorporators, duties — ownership and acquisition of shares, how construed. (8/28/2004)
Section 351.051 Documents filed, when — refusal to file — duty to file. (8/28/2004)
Section 351.053 Liability for preincorporation transactions. (8/28/1990)
Section 351.055 Articles of incorporation, required contents — optional contents. (8/28/2004)
Section 351.060 Filing of articles of incorporation — certificate of incorporation. (8/28/2004)
Section 351.065 Incorporation tax or fee. (8/28/2014)
Section 351.075 Certificate of incorporation is evidence of corporate existence. (8/28/1975)
Section 351.076 Certificate of good standing. (8/28/1990)
Section 351.080 First meeting and organization of board. (8/28/1979)
Section 351.085 Amendment of articles of incorporation permitted. (8/28/2009)
Section 351.090 Articles of incorporation, how amended. (8/28/2006)
Section 351.093 Certain shareholders must be permitted to vote, when. (8/28/1997)
Section 351.095 Certificate of amendment, contents of. (8/28/2004)
Section 351.100 Certificate of amendment, secretary of state to file and certify, when. (8/28/1975)
Section 351.105 When amendment shall become effective. (8/28/1983)
Section 351.106 Restatement of articles of incorporation. (8/28/2009)
Section 351.107 Restated articles of incorporation may be amended at time of restatement. (8/28/2005)
Section 351.110 Name of corporation regulated. (8/28/2004)
Section 351.115 Reservation of right to exclusive use of corporate name, time period. (8/28/2004)
Section 351.120 Corporate registration report required, when — change in registered office or agent to be filed with report — waiver, when. (8/28/2016)
Section 351.122 Option of biennial filing of corporate registration reports. (8/28/2009)
Section 351.125 Fees. (8/28/2009)
Section 351.127 Additional fee — expiration date. (8/28/2017)
Section 351.140 Registration, form — subject to false declaration penalties — notice on form required. (7/1/2003)
Section 351.145 Notice provided for corporate registration report. (8/28/2009)
Section 351.150 Failure to comply not excused for lack of notice. (8/28/2002)
Section 351.155 Duplicate forms, when furnished. (8/28/2009)
Section 351.156 Evidentiary effect of copy of filed document. (8/28/1990)

CAPITAL, SURPLUS AND STOCKHOLDERS

DIRECTORS, OFFICERS AND AGENTS

Section 351.310 Board of directors, powers, qualifications, compensation. (8/28/1975)
Section 351.315 Number of directors, how elected, how removed. (8/28/2004)
Section 351.317 Directors of corporations, removal of, when, how. (8/28/1983)
Section 351.320 Board vacancy, how filled. (8/28/2003)
Section 351.323 Provisional director appointed by court, when — qualifications, compensation, powers, removal. (8/28/1999)
Section 351.325 Board, quorum. (8/28/1979)
Section 351.327 Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception. (8/28/1998)
Section 351.330 Two or more directors shall constitute committee, when. (8/28/1983)
Section 351.335 Board meetings, where and how held. (8/28/1975)
Section 351.340 Board meetings, where and how held. (8/28/2011)
Section 351.345 Liability of directors. (8/28/1943)
Section 351.347 Acquisition proposals, board may make recommendation. (8/28/1989)
Section 351.355 Officer, director, employee, or agent of corporation indemnified, when, methods authorized. (8/28/2006)
Section 351.360 Officers — how chosen — powers and duties. (8/28/1979)
Section 351.365 Removal of officer or agent, when. (8/28/1943)
Section 351.370 Registered office and registered agent. (8/28/1943)
Section 351.375 Change of address of registered office or agent, how made. (8/28/1998)
Section 351.376 Resignation of agent. (8/28/1965)
Section 351.380 Process served on registered agent. (8/28/1943)

CORPORATE POWERS

MERGER AND CONSOLIDATION

DISSOLUTION AND FORFEITURE

Section 351.461 Merger of domestic corporation. (12/1/1993)
Section 351.462 Dissolution by incorporators or initial directors. (8/28/1990)
Section 351.464 Dissolution by board of directors and shareholders. (8/28/1990)
Section 351.466 Dissolution by consent of all shareholders. (8/28/1990)
Section 351.467 Filing for discontinuation of certain corporations — procedure. (8/28/1999)
Section 351.468 Articles of dissolution. (8/28/1990)
Section 351.474 Revocation of dissolution. (8/28/1990)
Section 351.476 Effect of dissolution. (8/28/1990)
Section 351.478 Known claims against dissolved corporation. (7/1/2001)
Section 351.482 Unknown claims against dissolved corporation. (7/1/2001)
Section 351.483 Certain claims against insured dissolved corporations, limitations. (8/28/1995)
Section 351.484 Grounds for administrative dissolution. (8/28/2009)
Section 351.486 Procedure and effect of administrative dissolution. (8/28/1990)
Section 351.488 Reinstatement following dissolution — name of reinstated corporation — administrative dissolution, effect of. (8/28/2006)
Section 351.492 Appeal from denial of reinstatement. (8/28/1990)

PENALTIES FOR TRAFFICKING

Section 351.493 Penalties for violations by corporations or businesses. (1/1/2017)
Section 351.494 Grounds for judicial dissolution. (8/28/1990)
Section 351.496 Procedure for judicial dissolution. (8/28/1990)
Section 351.498 Receivership or custodianship. (8/28/1990)
Section 351.502 Decree of dissolution. (8/28/1990)
Section 351.504 Deposit with state treasurer. (8/28/1990)
Section 351.522 Request for termination — contents — fees. (5/29/1991)
Section 351.526 Certain corporations, directors and officers as trustees. (8/28/1995)

FOREIGN CORPORATIONS

ADMINISTRATION OF CHAPTER AND PENALTIES

Section 351.655 Waiver of notice equivalent to giving of notice. (8/28/1943)
Section 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. (8/28/2004)
Section 351.658 Fees for corporate filings with secretary of state. (8/28/2011)
Section 351.660 Power and authority of secretary of state. (8/28/1943)
Section 351.665 Secretary of state may examine books and records — penalty for disclosing information. (8/28/1943)
Section 351.670 Disapproval of articles of incorporation, amendment, merger — forfeiture of certificate of authority — review. (8/28/1943)
Section 351.675 Fees paid to director of revenue. (8/28/1945)
Section 351.680 Deposit of registration moneys. (8/28/1949)
Section 351.685 Administrative personnel — compensation. (8/28/1980)
Section 351.690 Applicability of chapter to certain corporations. (8/28/2009)
Section 351.695 Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws. (8/28/1943)
Section 351.700 Powers of general assembly. (8/28/1943)
Section 351.705 No exemption from antitrust law. (8/28/1943)
Section 351.710 Penalty for refusal to exhibit books and records. (8/28/1943)
Section 351.713 Penalty for signing false documents. (8/28/1990)
Section 351.715 Penalty for violations. (8/28/1943)
Section 351.720 Punishment when convicted of misdemeanor. (8/28/1943)

CLOSE CORPORATIONS

Section 351.750 Application of law. (8/28/1996)
Section 351.755 Definition — election of status. (8/28/1990)
Section 351.760 Notice of status on issued shares. (8/28/1990)
Section 351.765 Share transfer prohibition. (8/28/1990)
Section 351.770 Share transfer after first refusal by corporation. (8/28/1990)
Section 351.775 Attempted share transfer in breach of prohibition. (8/28/1990)
Section 351.780 Compulsory purchase of shares after death of shareholder. (8/28/1990)
Section 351.785 Exercise of compulsory purchase right. (8/28/1990)
Section 351.790 Court action to compel purchase. (8/28/1990)
Section 351.800 Shareholder agreements. (8/28/1990)
Section 351.805 Elimination of board of directors. (8/28/1990)
Section 351.810 Bylaws. (8/28/1990)
Section 351.815 Annual meeting. (8/28/1990)
Section 351.820 Execution of documents in more than one capacity. (8/28/1990)
Section 351.825 Limited liability. (8/28/1990)
Section 351.830 Merger — share exchange — sale of assets. (8/28/1990)
Section 351.835 Termination of close corporation status. (8/28/1990)
Section 351.840 Effect of termination of close corporation status. (8/28/1990)
Section 351.845 Shareholder option to dissolve corporation. (8/28/1990)
Section 351.850 Court action to protect shareholders. (8/28/1990)
Section 351.855 Ordinary relief. (8/28/1990)
Section 351.860 Extraordinary relief — share purchase. (8/28/1990)
Section 351.865 Extraordinary relief — dissolution. (8/28/1990)
Section 351.870 Definitions. (8/28/1990)
Section 351.875 Grounds for shareholder dissent. (8/28/1990)
Section 351.880 Rights of partial dissenter. (8/28/1990)
Section 351.885 Meeting notice to state shareholder may be entitled to assert dissenters' rights. (8/28/1990)
Section 351.890 Written notice of intent to demand payment for shares. (8/28/1990)
Section 351.895 Written dissenters' notice — contents. (8/28/1990)
Section 351.900 Shareholder to demand payment and deposit certificates. (8/28/1990)
Section 351.905 Restricted transfer of uncertificated shares. (8/28/1990)
Section 351.910 Payment for fair value of shares. (8/28/1990)
Section 351.915 Time period — release of transfer restrictions. (8/28/1990)
Section 351.920 Withholding of payment from dissenter — grounds. (8/28/1990)
Section 351.925 Right to demand payment — notification of fair value. (8/28/1990)
Section 351.930 Proceeding to determine fair value of shares. (8/28/1990)
Section 351.935 Participation in administrative proceedings. (7/13/1990)

MISSOURI COOPERATIVE ASSOCIATIONS ACT

Section 351.1000 Citation of law. (8/28/2011)
Section 351.1003 Definitions (8/28/2011)
Section 351.1006 Formation and organization authorized. (8/28/2011)
Section 351.1009 Authorized officer or director required, when — bylaws and board — organizational meeting. (8/28/2011)
Section 351.1012 Name of cooperative, requirements. (8/28/2011)
Section 351.1015 Articles, contents, filing requirements — formation, when — transaction of business, when. (8/28/2011)
Section 351.1018 Amendment of articles, procedure. (8/28/2011)
Section 351.1021 Revocation of erroneous filing and curative documents, fee. (8/28/2011)
Section 351.1024 Date of existence — perpetual duration, exception. (8/28/2011)
Section 351.1027 Office and agent requirements — change of office or agent, procedure — resignation of agent, procedure — appointment of agent by secretary of state, when. (8/28/2011)
Section 351.1030 Bylaw requirements, adoption, amendment — emergency bylaws permitted. (8/28/2011)
Section 351.1033 Record-keeping requirements — examination of records, when. (8/28/2011)
Section 351.1036 Additional powers — act as agent of members, when — contractual authority — property rights — financial rights — employee benefits permitted. (8/28/2011)
Section 351.1039 Emergency powers and procedures (8/28/2011)
Section 351.1042 Governance by board required — board action, requirements — third-party agreements permitted, when. (8/28/2011)
Section 351.1045 Minimum number of directors — division into classes permitted. (8/28/2011)
Section 351.1048 Board election, procedure — voting by mail, procedure. (8/28/2011)
Section 351.1051 Vacancy, how filled. (8/28/2011)
Section 351.1054 Removal of director, procedure. (8/28/2011)
Section 351.1057 Meetings, conferences. (8/28/2011)
Section 351.1060 Quorum requirements. (8/28/2011)
Section 351.1063 Majority vote required, when. (8/28/2011)
Section 351.1066 Written action permitted, when, procedure. (8/28/2011)
Section 351.1069 Committees, procedure for meetings, minutes — committee members considered directors. (8/28/2011)
Section 351.1072 Discharge of duties, directors. (8/28/2011)
Section 351.1075 Contracts and transactions, not voidable for material financial interest of director, when. (8/28/2011)
Section 351.1078 Personal liability of directors, limitations. (8/28/2011)
Section 351.1081 Definitions — indemnification of former officials, when — liability insurance permitted, when. (8/28/2011)
Section 351.1084 Election of officers — chief executive officer permitted. (8/28/2011)
Section 351.1087 Membership of cooperatives, requirements — membership interests, authorization and issuance. (8/28/2011)
Section 351.1090 Division of membership interests, classes or series. (8/28/2011)
Section 351.1093 Certified and uncertified membership interests, requirements. (8/28/2011)
Section 351.1096 Issuance of new certificates of membership for destroyed, lost, or stolen certificates. (8/28/2011)
Section 351.1099 Annual meeting requirements. (8/28/2011)
Section 351.1102 Special members' meetings, when, requirements. (8/28/2011)
Section 351.1105 Quorum, how constituted. (8/28/2011)
Section 351.1108 Meetings, remote communication permitted, requirements. (8/28/2011)
Section 351.1111 Majority vote of members required, when. (8/28/2011)
Section 351.1114 Written action permitted, when, requirements. (8/28/2011)
Section 351.1117 Patron members, voting rights and requirements. (8/28/2011)
Section 351.1120 Additional vote for patron member, when. (8/28/2011)
Section 351.1123 Membership interests owned or controlled by another business, person, or trust. (8/28/2011)
Section 351.1126 Cooperative interests in other business entity, representative at business meeting of other entity permitted. (8/28/2011)
Section 351.1129 Property rights of cooperative. (8/28/2011)
Section 351.1132 Transfer of membership and financial rights, restrictions — death of member, effect of. (8/28/2011)
Section 351.1135 Contributions accepted, when, requirements. (8/28/2011)
Section 351.1138 Contribution agreements, requirements. (8/28/2011)
Section 351.1141 Contribution rights agreements. (8/28/2011)
Section 351.1144 Profits and losses, allocation of, requirements. (8/28/2011)
Section 351.1147 Net income, set aside permitted, when — annual distribution required — refund credits. (8/28/2011)
Section 351.1150 Unclaimed property, how treated. (8/28/2011)
Section 351.1153 Merger and consolidation — definitions — procedure, effect of. (8/28/2011)
Section 351.1156 Subsidiaries, merger with parent, when, procedure — certificate of merger required. (8/28/2011)
Section 351.1159 Abandonment of plan of merger, procedure. (8/28/2011)
Section 351.1162 Dissolution, affirmative vote required. (8/28/2011)
Section 351.1165 Notice of dissolution. (8/28/2011)
Section 351.1168 Dissolution, interests in property may be conveyed, when. (8/28/2011)
Section 351.1171 Revocation of dissolution proceedings, when — members' meeting permitted — effective date of revocation. (8/28/2011)
Section 351.1174 Creditor claims barred, when. (8/28/2011)
Section 351.1177 Articles of dissolution, procedure. (8/28/2011)
Section 351.1180 Court supervision of dissolution, when. (8/28/2011)
Section 351.1183 Equitable relief and liquidation of assets, when. (8/28/2011)
Section 351.1186 Court authority in dissolution proceedings — receiver may be appointed — distribution of assets. (8/28/2011)
Section 351.1189 Receivers, requirements. (8/28/2011)
Section 351.1192 Involuntary dissolution, when. (8/28/2011)
Section 351.1195 Creditor claims to be filed under oath, when, court procedure. (8/28/2011)
Section 351.1198 Discontinuance of involuntary dissolution. (8/28/2011)
Section 351.1201 Court order of dissolution, when. (8/28/2011)
Section 351.1204 Certified copy of dissolution to be filed. (8/28/2011)
Section 351.1207 Creditor claims after dissolution forever barred. (8/28/2011)
Section 351.1210 Claims against dissolved cooperative, former officers, directors, and members may defend. (8/28/2011)
Section 351.1213 Foreign cooperatives, conflict of laws — certificate of authority required, other requirements. (8/28/2011)
Section 351.1216 Notice deemed given, when — electronic communications, consent given, when. (8/28/2011)
Section 351.1219 Cooperative not deemed a franchise. (8/28/2011)
Section 351.1222 Records and signatures — definitions — legal effect of. (8/28/2011)
Section 351.1225 Amendments and repeal of act, state reserves right of. (8/28/2011)
Section 351.1227 Additional powers of secretary of state — rulemaking authority. (8/28/2011)
Section 351.1228 Filing fees, determined by secretary of state. (8/28/2011)

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