Missouri Laws 351.185 – Consideration for shares — exchange or conversion of shares
1. Shares having a par value shall be issued for such consideration not less than the par value thereof as shall be fixed from time to time by the board of directors. Shares without par value may be issued for such consideration as may be fixed from time to time by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration. Shares of a corporation issued and thereafter acquired by it may be disposed of by the corporation for such consideration as may be fixed from time to time by the directors. That part of the surplus of a corporation which is transferred to stated capital upon the issuance of a share dividend shall be deemed to be the consideration for the issuance of such shares.
2. In the event of the conversion or exchange of any issued shares, with or without par value, into or for other shares of the corporation, whether of the same or of a different class or classes and whether with or without par value, the consideration for the shares so issued in such conversion or exchange is deemed to be:
Terms Used In Missouri Laws 351.185
- Articles of incorporation: includes the original articles of incorporation and all amendments thereto, and includes articles of merger or consolidation. See Missouri Laws 351.015
- Authorized shares: means the aggregate number of shares of stock of all classes, whether with or without par value, which the corporation is authorized to issue. See Missouri Laws 351.015
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
- Fraud: Intentional deception resulting in injury to another.
- Stated capital: means at any particular time the sum of:
(a) The par value of all shares then issued having a par value. See Missouri Laws 351.015
(1) The consideration originally received for the shares so converted or exchanged, and
(2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so converted or exchanged, and
(3) Any additional consideration paid to the corporation upon the issuance of shares for the shares so exchanged or converted.
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All shares reacquired by a corporation as the result of their conversion into or exchange for other shares of the corporation shall be deemed to be retired and shall automatically become authorized and unissued shares of the class to which they belong, unless the reissue thereof is prohibited by the articles of incorporation, in which case the authorized shares of such class shall be reduced to the extent of the shares so retired. The amount of stated capital theretofore represented by the reacquired shares shall automatically be transferred to the other shares into or for which they were converted or exchanged, to the extent of the aggregate stated capital represented by the other shares. If upon any conversion or exchange the amount of stated capital theretofore represented by the reacquired shares exceeds the total aggregate stated capital represented by the other shares, the corporation may at any time reduce its stated capital by an amount equal to any part or all of the excess by following the procedures for reduction of stated capital set forth elsewhere in this chapter.
3. When payment of the consideration for which shares are to be issued shall have been received by the corporation, the shares are full-paid and nonassessable. In the absence of actual fraud in the transaction, the judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive.