1. An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under the provisions of section 351.770.

2. Except to the extent the articles of incorporation provide otherwise, this section does not apply to a transfer:

Terms Used In Missouri Laws 351.765

  • 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
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • 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.
  • Lineal descendant: Direct descendant of the same ancestors.
  • Shareholder: means one who is a holder of record of shares in a corporation. See Missouri Laws 351.015
  • Trustee: A person or institution holding and administering property in trust.

(1) To the corporation or to any other holder of the same class or series of shares;

(2) To members of the shareholder‘s immediate family, or to a trust, all of whose beneficiaries are members of the shareholder’s immediate family, which immediate family consists of his spouse, parents, lineal descendants, including adopted children and stepchildren, and the spouse of any lineal descendant, and brothers and sisters;

(3) That has been approved in writing by all of the holders of the corporation’s shares having general voting rights;

(4) To an executor or administrator upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a shareholder;

(5) By merger or consolidation under the provisions of sections 351.410 to 351.459 or an exchange of existing shares for other shares of a different class or series in the corporation;

(6) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; or

(7) Made after termination of the corporation’s status as a statutory close corporation.