1. If an offer to purchase shares made under section 351.785 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circuit court of the county where the corporation’s principal office, or, if none in this state, its registered office, is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.

2. The court shall determine the fair value of the shares subject to compulsory purchase in accordance with the standards set forth in section 351.860 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.

Terms Used In Missouri Laws 351.790

  • 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.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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
  • Registered office: means that office maintained by the corporation in this state, the address of which is on file in the office of the secretary of state. 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

3. After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.

4. If the corporation or other purchaser does not make a payment required by the court’s order within thirty days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.

5. A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.