Missouri Laws 351.464 – Dissolution by board of directors and shareholders
1. A corporation‘s board of directors may propose dissolution for submission to the shareholders.
2. For a proposal to dissolve to be adopted:
Terms Used In Missouri Laws 351.464
- 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
- 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.
- Shareholder: means one who is a holder of record of shares in a corporation. See Missouri Laws 351.015
- State: when applied to any of the United States, includes the District of Columbia and the territories, and the words "United States" includes such district and territories. See Missouri Laws 1.020
(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5 of this section.
3. The board of directors may condition its submission of the proposal for dissolution on any basis.
4. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with section 351.230. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
5. Unless the articles of incorporation or the board of directors, acting pursuant to subsection 3 of this section, require a greater vote, including a vote by any class of stock or any series of any class, the proposal to dissolve to be adopted must be approved by at least two-thirds of the votes entitled to be cast on that proposal.