1. The following statement shall appear conspicuously on each share certificate issued by a statutory close corporation:

The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders’ agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.

2. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection 1 of this section.

Terms Used In Missouri Laws 351.760

  • 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.
  • 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
  • Person: includes , without limitation, an individual, a foreign or domestic corporation whether not for profit or for profit, a partnership, a limited liability company, an unincorporated society or association, two or more persons having a joint or common interest, or any other entity. See Missouri Laws 351.015
  • Shareholder: means one who is a holder of record of shares in a corporation. See Missouri Laws 351.015

3. The notice required by this section satisfies all requirements of sections 351.750 to 351.865 that notice of share transfer restrictions be given.

4. A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this section is bound by the documents referred to in the notice. A person claiming an interest in shares of a statutory close corporation which has not complied with the notice requirement of this section is bound by any documents of which he, or a person through whom he claims, has knowledge or notice.

5. A corporation shall provide to any shareholder, upon his written request and without charge, copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders’ or voting trust agreements filed with the corporation.