1. A person entitled and desiring to exercise the compulsory purchase right described in section 351.780 shall deliver a written notice to the corporation, within one hundred twenty days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares.

2. Within twenty days after the effective date of the notice, the corporation shall call a special shareholders’ meeting to be held not more than forty days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer shall be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect to the shares covered by the notice.

Terms Used In Missouri Laws 351.785

  • 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.
  • Decedent: A deceased person.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • 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 corporation shall deliver a purchase offer to the person requesting it within seventy-five days after the effective date of the request notice. A purchase offer shall be accompanied by the corporation’s balance sheet as of the end of a fiscal year ending not more than sixteen months before the effective date of the request notice, an income statement for that year, a statement of changes in shareholders’ equity for that year, and the latest available interim financial statements, if any. The person shall accept the purchase offer in writing within fifteen days after receiving it or the offer is rejected.

4. A corporation agreeing to purchase shares under this section may allocate some or all of the shares to one or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase offer approve the allocation. If the corporation has more than one class or series of shares, however, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.

5. If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the seller is entitled to commence a proceeding for dissolution under the provisions of section 351.790.