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Missouri Laws > Title XXIII > Chapter 351 - General and Business Corporations

^{Current as of: 2009}

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§ 351.010	Title of Law
§ 351.015	Definitions
§ 351.017	Independent legal significance doctrine applicable to sections in this chapter
§ 351.020	What corporations may organize under this law
§ 351.025	Corporation organized under special law may file certification of acceptance of this law
§ 351.030	Organization of street railroad, telegraph and telephone corporations, booming and rafting corporations
§ 351.035	Bridge corporations--organization--powers
§ 351.040	Use of streets by bridge corporations--damages to abutting property
§ 351.045	Condemnation of lands and easements of light and air--procedure
§ 351.046	Filing requirements--filing signifies document is correct
§ 351.047	Forms
§ 351.048	Effective dates of filing of documents--delayed effective date
§ 351.049	Correcting filed documents--fee
§ 351.050	Incorporators, duties--ownership and acquisition of shares, how construed
§ 351.051	Documents filed, when--refusal to file--duty to file
§ 351.053	Liability for preincorporation transactions
§ 351.055	Articles of incorporation, required contents--optional contents
§ 351.060	Filing of articles of incorporation--certificate of incorporation
§ 351.065	Incorporation tax or fee
§ 351.075	Certificate of incorporation is evidence of corporate existence
§ 351.076	Certificate of good standing
§ 351.080	First meeting and organization of board
§ 351.085	Amendment of articles of incorporation permitted
§ 351.090	Articles of incorporation, how amended
§ 351.093	Certain shareholders must be permitted to vote, when
§ 351.095	Certificate of amendment, contents of
§ 351.100	Certificate of amendment, secretary of state to file and certify, when
§ 351.105	When amendment shall become effective
§ 351.106	Restatement of articles of incorporation
§ 351.107	Restated articles of incorporation may be amended at time of restatement
§ 351.110	Name of corporation regulated
§ 351.115	Reservation of right to exclusive use of corporate name, time period
§ 351.120	Corporate registration report required, when--change in registered office or agent to be filed with report
§ 351.122	Option of biennial filing of corporate registration reports
§ 351.125	Fees
§ 351.127	Additional fee--expiration date
§ 351.140	Registration, form--subject to false declaration penalties--notice on form required
§ 351.145	Notice provided for corporate registration report
§ 351.150	Failure to comply not excused for lack of notice
§ 351.155	Duplicate forms, when furnished
§ 351.156	Evidentiary effect of copy of filed document
§ 351.160	Shares or bonds shall be for money paid, labor or property actually received--bonded indebtedness, how incurred
§ 351.165	Note or obligation not to be considered payment for original issue shares--corporation shall not lend money to shareholder for purchase of shares--liability
§ 351.170	Expenses of organization or reorganization, how paid
§ 351.175	Subscriptions for shares--payment--failure to pay--notice for payment or forfeiture
§ 351.180	Power to issue shares--preferences--procedure--redemption of stock by corporation, requirements--amended certificate of designation for classes or series adversely affecting holders, majority vote of holders required
§ 351.182	Stock warrants, options--terms--consideration
§ 351.185	Consideration for shares--exchange or conversion of shares
§ 351.190	A corporation may determine that only a part of the consideration for which shares may be issued shall be stated capital, when
§ 351.195	Reduction of stated capital, how made
§ 351.200	Redemption or purchase of own shares--retirement of shares
§ 351.205	Preferred shares issued before November 21, 1943, without redemption provisions, how redeemed
§ 351.210	Paid-in surplus--its distribution and restrictions
§ 351.215	Books and records, minutes of meeting--shareholder's right to examine--acquiring person's demand deemed proper, when--penalty
§ 351.220	Payment of dividends on shares of stock
§ 351.225	Shareholders' meetings prescribed by bylaws
§ 351.230	Shareholders' meetings--notice of, how given, contents of
§ 351.235	Meetings, how convened--vote inspectors, when appointed, duties of
§ 351.240	Inspector's oath
§ 351.245	Shares, how voted--control share acquisition proxies, valid when, requirements, shareholder may authorize another person to act as proxy, procedure--electronic transmission defined
§ 351.246	Shareholders may create voting trust
§ 351.250	Transfer books closed, when
§ 351.255	Officer to make list of shareholders entitled to vote
§ 351.260	Voting of shares standing in name of another corporation, domestic or foreign--deceased person's shares--receivers--pledges
§ 351.265	Quorum of outstanding shares--representation by proxy--representation of false proxy, penalty
§ 351.267	Five percent of shares of telephone company constitutes quorum, when--powers of quorum--directors, election by districts authorized
§ 351.268	Shareholder's meeting, adjournment due to lack of quorum--postponement, adjournment defined
§ 351.270	Bylaws may require concurrence of greater portion of shares than statutes require
§ 351.273	Corporate action may be taken without meeting by written consents
§ 351.275	Limitation of shareholder's obligation to corporation or its creditors
§ 351.280	When execution may be levied against shareholders
§ 351.285	Secretary shall give names and addresses of shareholders to officers holding executions against corporation
§ 351.290	Bylaws, how adopted and amended
§ 351.295	Stock certificate, form, contents, authorized signatures
§ 351.300	Fractional shares, how issued
§ 351.305	Preemptive right of shareholder to acquire additional shares, limited, how
§ 351.310	Board of directors, powers, qualifications, compensation
§ 351.315	Number of directors, how elected, how removed
§ 351.317	Directors of corporations, removal of, when, how
§ 351.320	Board vacancy, how filled
§ 351.323	Provisional director appointed by court, when--qualifications, compensation, powers, removal
§ 351.325	Board, quorum
§ 351.327	Financial interest of corporate officers, effect on contracts with corporations--directors setting their own compensation not a conflict of interest, exception
§ 351.330	Two or more directors shall constitute committee, when
§ 351.335	Board meetings, where and how held
§ 351.340	Board meetings, where and how held
§ 351.345	Liability of directors
§ 351.347	Acquisition proposals, board may make recommendation
§ 351.355	Officer, director, employee, or agent of corporation indemnified, when, methods authorized
§ 351.360	Officers--how chosen--powers and duties
§ 351.365	Removal of officer or agent, when
§ 351.370	Registered office and registered agent
§ 351.375	Change of address of registered office or agent, how made
§ 351.376	Resignation of agent
§ 351.380	Process served on registered agent
§ 351.385	Powers of corporation
§ 351.386	Purposes
§ 351.387	Definitions
§ 351.388	Private and public corporations authorized to apply for and operate foreign trade zones
§ 351.390	Corporation's powers to purchase, hold, transfer or dispose of its own shares
§ 351.395	Conveyance of property not invalid because board of directors has exceeded corporation's powers--lack of capacity, power asserted, how
§ 351.400	Disposition of assets
§ 351.405	Rights of dissenting shareholder--sale or exchange of assets
§ 351.407	Control shares acquisition procedures--exceptions
§ 351.410	Merger procedure
§ 351.415	Consolidation procedure
§ 351.420	Merger plan to be submitted to shareholders, procedure
§ 351.425	Voting by shareholders on plan for merger or consolidation
§ 351.430	Summary of articles of merger or consolidation filed--contents
§ 351.435	Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation
§ 351.445	Certificate of merger returned to surviving or new corporation
§ 351.447	Corporation holding ninety percent of the shares of another may merge without election, when
§ 351.448	Merger without shareholders' vote, when--requirements, results
§ 351.450	New status after merger or consolidation has been effected
§ 351.455	Shareholder entitled to appraisal and payment of fair value, when--remedy exclusive, when
§ 351.458	Merger or consolidation with foreign corporation--procedure
§ 351.459	Definitions--business combinations, requirements--permitted combinations--exceptions
§ 351.461	Merger of domestic corporation
§ 351.462	Dissolution by incorporators or initial directors
§ 351.464	Dissolution by board of directors and shareholders
§ 351.466	Dissolution by consent of all shareholders
§ 351.467	Filing for discontinuation of certain corporations--procedure
§ 351.468	Articles of dissolution
§ 351.474	Revocation of dissolution
§ 351.476	Effect of dissolution
§ 351.478	Known claims against dissolved corporation
§ 351.482	Unknown claims against dissolved corporation
§ 351.483	Certain claims against insured dissolved corporations, limitations
§ 351.484	Grounds for administrative dissolution
§ 351.486	Procedure and effect of administrative dissolution
§ 351.488	Reinstatement following dissolution--name of reinstated corporation--administrative dissolution, effect of
§ 351.492	Appeal from denial of reinstatement
§ 351.494	Grounds for judicial dissolution
§ 351.496	Procedure for judicial dissolution
§ 351.498	Receivership or custodianship
§ 351.502	Decree of dissolution
§ 351.504	Deposit with state treasurer
§ 351.522	Request for termination--contents--fees
§ 351.526	Certain corporations, directors and officers as trustees
§ 351.572	Authority to transact business required
§ 351.574	Consequences of transacting business without authority
§ 351.576	Application for certificate of authority
§ 351.578	Amended certificate of authority
§ 351.582	Effect of certificate of authority
§ 351.584	Corporate name of foreign corporation
§ 351.586	Registered office and agent of foreign corporation
§ 351.588	Change of registered office of agent of foreign corporation
§ 351.592	Resignation of registered agent of foreign corporation
§ 351.594	Service on foreign corporation
§ 351.596	Withdrawal of foreign corporation, procedure
§ 351.598	Revocation
§ 351.602	Procedure and effect of revocation
§ 351.604	Reinstatement of revoked certificate--appeal of revocation
§ 351.606	Statutory merger, foreign corporation, filing required
§ 351.608	No prior approval by state agency necessary for acquisition of stocks and bonds by foreign corporations, when
§ 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--
§ 351.655	Waiver of notice equivalent to giving of notice
§ 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
§ 351.658	Fees for corporate filings with secretary of state
§ 351.660	Power and authority of secretary of state
§ 351.665	Secretary of state may examine books and records--penalty for disclosing information
§ 351.670	Disapproval of articles of incorporation, amendment, merger--forfeiture of certificate of authority--review
§ 351.675	Fees paid to director of revenue
§ 351.680	Deposit of registration moneys
§ 351.685	Administrative personnel--compensation
§ 351.690	Applicability of chapter to certain corporations
§ 351.695	Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws
§ 351.700	Powers of general assembly
§ 351.705	No exemption from antitrust law
§ 351.710	Penalty for refusal to exhibit books and records
§ 351.713	Penalty for signing false documents
§ 351.715	Penalty for violations
§ 351.720	Punishment when convicted of misdemeanor
§ 351.750	Application of law
§ 351.755	Definition--election of status
§ 351.760	Notice of status on issued shares
§ 351.765	Share transfer prohibition
§ 351.770	Share transfer after first refusal by corporation
§ 351.775	Attempted share transfer in breach of prohibition
§ 351.780	Compulsory purchase of shares after death of shareholder
§ 351.785	Exercise of compulsory purchase right
§ 351.790	Court action to compel purchase
§ 351.800	Shareholder agreements
§ 351.805	Elimination of board of directors
§ 351.810	Bylaws
§ 351.815	Annual meeting
§ 351.820	Execution of documents in more than one capacity
§ 351.825	Limited liability
§ 351.830	Merger--share exchange--sale of assets
§ 351.835	Termination of close corporation status
§ 351.840	Effect of termination of close corporation status
§ 351.845	Shareholder option to dissolve corporation
§ 351.850	Court action to protect shareholders
§ 351.855	Ordinary relief
§ 351.860	Extraordinary relief--share purchase
§ 351.865	Extraordinary relief--dissolution
§ 351.870	Definitions
§ 351.875	Grounds for shareholder dissent
§ 351.880	Rights of partial dissenter
§ 351.885	Meeting notice to state shareholder may be entitled to assert dissenters' rights
§ 351.890	Written notice of intent to demand payment for shares
§ 351.895	Written dissenters' notice--contents
§ 351.900	Shareholder to demand payment and deposit certificates
§ 351.905	Restricted transfer of uncertificated shares
§ 351.910	Payment for fair value of shares
§ 351.915	Time period--release of transfer restrictions
§ 351.920	Withholding of payment from dissenter--grounds
§ 351.925	Right to demand payment--notification of fair value
§ 351.930	Proceeding to determine fair value of shares
§ 351.935	Participation in administrative proceedings

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Corporations

Missouri Laws > Title XXIII > Chapter 351 - General and Business Corporations

Missouri Laws > Title XXIII > Chapter 351 - General and Business Corporations

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