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2019 Missouri Revised Statutes
Title XXIII - Corporations, Associations and Partnerships
Chapter 351 - General and Business Corporations

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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. (8/28/2019)
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)

CHAPTER CROSS REFERENCES

Accrued wages to be paid, when, 290.110
Accrued wages, employee to accept, 290.120
Agricultural and mechanical societies, county, 262.290 to 262.530
Banking, certain corporations prohibited from engaging in, 362.420
Children's trust fund corporate contributions procedure, income tax refund may be used, 143.1000
Class actions under civil code, general provisions governing, 507.070
Conservation commission, violating rules of, service on corporations, 252.110
Constitutional provisions relating to corporations, Const. Art. XI §§ 1 to 8
Construction, foreign corporation doing business with state or political subdivision, requirements, 8.657
Cooperative associations, nonprofit, Chap. 274
Cooperative companies, general provisions governing, Chap. 357
Cooperatives, corporations converting to, procedure, 357.010
Corporate franchise tax, phase out and termination of, 147.010
Corporation franchise taxes, assessment and collection, Chap. 147
Cumulative voting authorized, alternative methods may be provided by law, exceptions, Const. Art. XI § 6
Discharge of employee without cause, remedy, 290.130
Dismissal of employees, corporations to give letter when requested, 290.140
Gas, electric, water and heating corporations, Chap. 393
Income tax, rate, 143.071
Limited liability companies, Chap. 347
Merger or consolidation, 347.700 to 347.740
Missouri National Guard trust fund, corporate contributions from refunds, procedure, 143.1003
Ownership of stock or securities of development finance corporation, 371.250
Reduction of wages, certain corporations to give notice of, 290.100
Safety deposit box contents unclaimed property, right to fees, charges and possessory liens, 447.587
Takeover bid, regulations, 409.500 to 409.566
Tax, income, rate, 143.071
Uniform electronic transactions act, 432.200 to 432.295
Wages of employees to have priority for payment, 430.360

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