§ 351.010 Title of Law
§ 351.015 Definitions
§ 351.017 Independent legal significance doctrine applicable to sections in this chapter
§ 351.020 What corporations may organize under this law
§ 351.025 Corporation organized under special law may file certification of ..
§ 351.030 Organization of street railroad, telegraph and telephone corporations, ..
§ 351.035 Bridge corporations — organization — powers
§ 351.040 Use of streets by bridge corporations — damages to abutting property
§ 351.045 Condemnation of lands and easements of light and air — procedure
§ 351.046 Filing requirements — filing signifies document is correct
§ 351.047 Forms
§ 351.048 Effective dates of filing of documents — delayed effective date
§ 351.049 Correcting filed documents — fee
§ 351.050 Incorporators, duties — ownership and acquisition of shares, how construed
§ 351.051 Documents filed, when — refusal to file — duty to file
§ 351.053 Liability for preincorporation transactions
§ 351.055 Articles of incorporation, required contents — optional contents
§ 351.060 Filing of articles of incorporation — certificate of incorporation
§ 351.065 Incorporation tax or fee
§ 351.075 Certificate of incorporation is evidence of corporate existence
§ 351.076 Certificate of good standing
§ 351.080 First meeting and organization of board
§ 351.085 Amendment of articles of incorporation permitted
§ 351.090 Articles of incorporation, how amended
§ 351.093 Certain shareholders must be permitted to vote, when
§ 351.095 Certificate of amendment, contents of
§ 351.100 Certificate of amendment, secretary of state to file and certify, when
§ 351.105 When amendment shall become effective
§ 351.106 Restatement of articles of incorporation
§ 351.107 Restated articles of incorporation may be amended at time of restatement
§ 351.110 Name of corporation regulated
§ 351.115 Reservation of right to exclusive use of corporate name, time period
§ 351.120 Corporate registration report required, when — change in registered office ..
§ 351.122 Option of biennial filing of corporate registration reports
§ 351.125 Fees
§ 351.127 Additional fee — expiration date
§ 351.140 Registration, form — subject to false declaration penalties — notice on ..
§ 351.145 Notice provided for corporate registration report
§ 351.150 Failure to comply not excused for lack of notice
§ 351.155 Duplicate forms, when furnished
§ 351.156 Evidentiary effect of copy of filed document
§ 351.160 Shares or bonds shall be for money paid, labor or property actually ..
§ 351.165 Note or obligation not to be considered payment for original issue shares — ..
§ 351.170 Expenses of organization or reorganization, how paid
§ 351.175 Subscriptions for shares — payment — failure to pay — notice for payment or ..
§ 351.180 Power to issue shares — preferences — procedure — redemption of stock by ..
§ 351.182 Stock warrants, options — terms — consideration
§ 351.185 Consideration for shares — exchange or conversion of shares
§ 351.190 A corporation may determine that only a part of the consideration for which ..
§ 351.195 Reduction of stated capital, how made
§ 351.200 Redemption or purchase of own shares — retirement of shares
§ 351.205 Preferred shares issued before November 21, 1943, without redemption ..
§ 351.210 Paid-in surplus — its distribution and restrictions
§ 351.215 Books and records, minutes of meeting — shareholder’s right to examine — ..
§ 351.220 Payment of dividends on shares of stock
§ 351.225 Shareholders’ meetings prescribed by bylaws
§ 351.230 Shareholders’ meetings — notice of, how given, contents of
§ 351.235 Meetings, how convened — vote inspectors, when appointed, duties of
§ 351.240 Inspector’s oath
§ 351.245 Shares, how voted — control share acquisition proxies, valid when, ..
§ 351.246 Shareholders may create voting trust
§ 351.250 Transfer books closed, when
§ 351.255 Officer to make list of shareholders entitled to vote
§ 351.260 Voting of shares standing in name of another corporation, domestic or ..
§ 351.265 Quorum of outstanding shares — representation by proxy — representation of ..
§ 351.267 Five percent of shares of telephone company constitutes quorum, when — ..
§ 351.268 Shareholder’s meeting, adjournment due to lack of quorum — postponement, ..
§ 351.270 Bylaws may require concurrence of greater portion of shares than statutes ..
§ 351.273 Corporate action may be taken without meeting by written consents
§ 351.275 Limitation of shareholder’s obligation to corporation or its creditors
§ 351.280 When execution may be levied against shareholders
§ 351.285 Secretary shall give names and addresses of shareholders to officers ..
§ 351.290 Bylaws, how adopted and amended
§ 351.295 Stock certificate, form, contents, authorized signatures
§ 351.300 Fractional shares, how issued
§ 351.305 Preemptive right of shareholder to acquire additional shares, limited, how
§ 351.310 Board of directors, powers, qualifications, compensation
§ 351.315 Number of directors, how elected, how removed
§ 351.317 Directors of corporations, removal of, when, how
§ 351.320 Board vacancy, how filled
§ 351.323 Provisional director appointed by court, when — qualifications, ..
§ 351.325 Board, quorum
§ 351.327 Financial interest of corporate officers, effect on contracts with ..
§ 351.330 Two or more directors shall constitute committee, when
§ 351.335 Board meetings, where and how held
§ 351.340 Board meetings, where and how held
§ 351.345 Liability of directors
§ 351.347 Acquisition proposals, board may make recommendation
§ 351.355 Officer, director, employee, or agent of corporation indemnified, when, ..
§ 351.360 Officers — how chosen — powers and duties
§ 351.365 Removal of officer or agent, when
§ 351.370 Registered office and registered agent
§ 351.375 Change of address of registered office or agent, how made
§ 351.376 Resignation of agent
§ 351.380 Process served on registered agent
§ 351.385 Powers of corporation
§ 351.386 Purposes
§ 351.387 Definitions
§ 351.388 Private and public corporations authorized to apply for and operate foreign ..
§ 351.390 Corporation’s powers to purchase, hold, transfer or dispose of its own shares
§ 351.395 Conveyance of property not invalid because board of directors has exceeded ..
§ 351.400 Disposition of assets
§ 351.405 Rights of dissenting shareholder — sale or exchange of assets
§ 351.407 Control shares acquisition procedures — exceptions
§ 351.408 Conversion to corporation, certificate of conversion required, procedure, ..
§ 351.409 Conversion of corporation to another business entity, procedure — ..
§ 351.410 Merger procedure
§ 351.415 Consolidation procedure
§ 351.420 Merger plan to be submitted to shareholders, procedure
§ 351.425 Voting by shareholders on plan for merger or consolidation
§ 351.430 Summary of articles of merger or consolidation filed — contents
§ 351.435 Certain originals to be delivered to secretary of state who shall issue ..
§ 351.445 Certificate of merger returned to surviving or new corporation
§ 351.447 Corporation holding ninety percent of the shares of another may merge ..
§ 351.448 Merger without shareholders’ vote, when — requirements, results
§ 351.450 New status after merger or consolidation has been effected
§ 351.455 Shareholder entitled to appraisal and payment of fair value, when — remedy ..
§ 351.458 Merger or consolidation with foreign corporation — procedure
§ 351.459 Definitions — business combinations, requirements — permitted combinations ..
§ 351.461 Merger of domestic corporation
§ 351.462 Dissolution by incorporators or initial directors
§ 351.464 Dissolution by board of directors and shareholders
§ 351.466 Dissolution by consent of all shareholders
§ 351.467 Filing for discontinuation of certain corporations — procedure
§ 351.468 Articles of dissolution
§ 351.474 Revocation of dissolution
§ 351.476 Effect of dissolution
§ 351.478 Known claims against dissolved corporation
§ 351.482 Unknown claims against dissolved corporation
§ 351.483 Certain claims against insured dissolved corporations, limitations
§ 351.484 Grounds for administrative dissolution
§ 351.486 Procedure and effect of administrative dissolution
§ 351.488 Reinstatement following dissolution — name of reinstated corporation — ..
§ 351.492 Appeal from denial of reinstatement
§ 351.493 Penalties for violations by corporations or businesses
§ 351.494 Grounds for judicial dissolution
§ 351.496 Procedure for judicial dissolution
§ 351.498 Receivership or custodianship
§ 351.502 Decree of dissolution
§ 351.504 Deposit with state treasurer
§ 351.522 Request for termination — contents — fees
§ 351.526 Certain corporations, directors and officers as trustees
§ 351.572 Authority to transact business required
§ 351.574 Consequences of transacting business without authority
§ 351.576 Application for certificate of authority
§ 351.578 Amended certificate of authority
§ 351.582 Effect of certificate of authority
§ 351.584 Corporate name of foreign corporation
§ 351.586 Registered office and agent of foreign corporation
§ 351.588 Change of registered office of agent of foreign corporation
§ 351.592 Resignation of registered agent of foreign corporation
§ 351.594 Service on foreign corporation
§ 351.596 Withdrawal of foreign corporation, procedure
§ 351.598 Revocation
§ 351.602 Procedure and effect of revocation
§ 351.604 Reinstatement of revoked certificate — appeal of revocation
§ 351.606 Statutory merger, foreign corporation, filing required
§ 351.608 No prior approval by state agency necessary for acquisition of stocks and ..
§ 351.609 Records possessed by corporations providing certain services to the public, ..
§ 351.655 Waiver of notice equivalent to giving of notice
§ 351.657 Abstract of corporate or registration record, fee — certification by ..
§ 351.658 Fees for corporate filings with secretary of state
§ 351.660 Power and authority of secretary of state
§ 351.665 Secretary of state may examine books and records — penalty for disclosing ..
§ 351.670 Disapproval of articles of incorporation, amendment, merger — forfeiture of ..
§ 351.675 Fees paid to director of revenue
§ 351.680 Deposit of registration moneys
§ 351.685 Administrative personnel — compensation
§ 351.690 Applicability of chapter to certain corporations
§ 351.695 Law not to affect rights, privileges, immunities and franchises, suits ..
§ 351.700 Powers of general assembly
§ 351.705 No exemption from antitrust law
§ 351.710 Penalty for refusal to exhibit books and records
§ 351.713 Penalty for signing false documents
§ 351.715 Penalty for violations
§ 351.720 Punishment when convicted of misdemeanor
§ 351.750 Application of law
§ 351.755 Definition — election of status
§ 351.760 Notice of status on issued shares
§ 351.765 Share transfer prohibition
§ 351.770 Share transfer after first refusal by corporation
§ 351.775 Attempted share transfer in breach of prohibition
§ 351.780 Compulsory purchase of shares after death of shareholder
§ 351.785 Exercise of compulsory purchase right
§ 351.790 Court action to compel purchase
§ 351.800 Shareholder agreements
§ 351.805 Elimination of board of directors
§ 351.810 Bylaws
§ 351.815 Annual meeting
§ 351.820 Execution of documents in more than one capacity
§ 351.825 Limited liability
§ 351.830 Merger — share exchange — sale of assets
§ 351.835 Termination of close corporation status
§ 351.840 Effect of termination of close corporation status
§ 351.845 Shareholder option to dissolve corporation
§ 351.850 Court action to protect shareholders
§ 351.855 Ordinary relief
§ 351.860 Extraordinary relief — share purchase
§ 351.865 Extraordinary relief — dissolution
§ 351.870 Definitions
§ 351.875 Grounds for shareholder dissent
§ 351.880 Rights of partial dissenter
§ 351.885 Meeting notice to state shareholder may be entitled to assert dissenters’ ..
§ 351.890 Written notice of intent to demand payment for shares
§ 351.895 Written dissenters’ notice — contents
§ 351.900 Shareholder to demand payment and deposit certificates
§ 351.905 Restricted transfer of uncertificated shares
§ 351.910 Payment for fair value of shares
§ 351.915 Time period — release of transfer restrictions
§ 351.920 Withholding of payment from dissenter — grounds
§ 351.925 Right to demand payment — notification of fair value
§ 351.930 Proceeding to determine fair value of shares
§ 351.935 Participation in administrative proceedings
§ 351.1000 v2 Citation of law
§ 351.1003 Definitions
§ 351.1006 Formation and organization authorized
§ 351.1009 Authorized officer or director required, when — bylaws and board — ..
§ 351.1012 Name of cooperative, requirements
§ 351.1015 Articles, contents, filing requirements — formation, when — transaction of ..
§ 351.1018 Amendment of articles, procedure
§ 351.1021 Revocation of erroneous filing and curative documents, fee
§ 351.1024 Date of existence — perpetual duration, exception
§ 351.1027 Office and agent requirements — change of office or agent, procedure — ..
§ 351.1030 Bylaw requirements, adoption, amendment — emergency bylaws permitted
§ 351.1033 Record-keeping requirements — examination of records, when
§ 351.1036 Additional powers — act as agent of members, when — contractual authority — ..
§ 351.1039 Emergency powers and procedures
§ 351.1042 Governance by board required — board action, requirements — third-party ..
§ 351.1045 Minimum number of directors — division into classes permitted
§ 351.1048 Board election, procedure — voting by mail, procedure
§ 351.1051 Vacancy, how filled
§ 351.1054 Removal of director, procedure
§ 351.1057 Meetings, conferences
§ 351.1060 v2 Quorum requirements
§ 351.1063 Majority vote required, when
§ 351.1066 Written action permitted, when, procedure
§ 351.1069 Committees, procedure for meetings, minutes — committee members considered ..
§ 351.1072 Discharge of duties, directors
§ 351.1075 Contracts and transactions, not voidable for material financial interest of ..
§ 351.1078 Personal liability of directors, limitations
§ 351.1081 Definitions — indemnification of former officials, when — liability ..
§ 351.1084 Election of officers — chief executive officer permitted
§ 351.1087 Membership of cooperatives, requirements — membership interests, ..
§ 351.1090 Division of membership interests, classes or series
§ 351.1093 Certified and uncertified membership interests, requirements
§ 351.1096 Issuance of new certificates of membership for destroyed, lost, or stolen ..
§ 351.1099 Annual meeting requirements
§ 351.1102 Special members’ meetings, when, requirements
§ 351.1105 Quorum, how constituted
§ 351.1108 Meetings, remote communication permitted, requirements
§ 351.1111 Majority vote of members required, when
§ 351.1114 Written action permitted, when, requirements
§ 351.1117 Patron members, voting rights and requirements
§ 351.1120 Additional vote for patron member, when
§ 351.1123 Membership interests owned or controlled by another business, person, or trust
§ 351.1126 Cooperative interests in other business entity, representative at business ..
§ 351.1129 Property rights of cooperative
§ 351.1132 Transfer of membership and financial rights, restrictions — death of ..
§ 351.1135 Contributions accepted, when, requirements
§ 351.1138 Contribution agreements, requirements
§ 351.1141 Contribution rights agreements
§ 351.1144 Profits and losses, allocation of, requirements
§ 351.1147 Net income, set aside permitted, when — annual distribution required — ..
§ 351.1150 v2 Unclaimed property, how treated
§ 351.1153 Merger and consolidation — definitions — procedure, effect of
§ 351.1156 Subsidiaries, merger with parent, when, procedure — certificate of merger ..
§ 351.1159 Abandonment of plan of merger, procedure
§ 351.1162 Dissolution, affirmative vote required
§ 351.1165 Notice of dissolution
§ 351.1168 Dissolution, interests in property may be conveyed, when
§ 351.1171 Revocation of dissolution proceedings, when — members’ meeting permitted — ..
§ 351.1174 Creditor claims barred, when
§ 351.1177 Articles of dissolution, procedure
§ 351.1180 Court supervision of dissolution, when
§ 351.1183 Equitable relief and liquidation of assets, when
§ 351.1186 Court authority in dissolution proceedings — receiver may be appointed — ..
§ 351.1189 Receivers, requirements
§ 351.1192 Involuntary dissolution, when
§ 351.1195 Creditor claims to be filed under oath, when, court procedure
§ 351.1198 Discontinuance of involuntary dissolution
§ 351.1201 Court order of dissolution, when
§ 351.1204 Certified copy of dissolution to be filed
§ 351.1207 Creditor claims after dissolution forever barred
§ 351.1210 Claims against dissolved cooperative, former officers, directors, and ..
§ 351.1213 Foreign cooperatives, conflict of laws — certificate of authority required, ..
§ 351.1216 Notice deemed given, when — electronic communications, consent given, when
§ 351.1219 Cooperative not deemed a franchise
§ 351.1222 Records and signatures — definitions — legal effect of
§ 351.1225 Amendments and repeal of act, state reserves right of
§ 351.1227 Additional powers of secretary of state — rulemaking authority
§ 351.1228 Filing fees, determined by secretary of state

Terms Used In Missouri Laws > Chapter 351 - General and Business Corporations

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • 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
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Authorized shares: means the aggregate number of shares of stock of all classes, whether with or without par value, which the corporation is authorized to issue. 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.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Contract: A legal written agreement that becomes binding when signed.
  • Control share acquisition: means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. See Missouri Laws 351.015
  • Control shares: means shares that, except for this chapter, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:

    (a) One-fifth or more but less than one-third of all voting power. See Missouri Laws 351.015

  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Docket: A log containing brief entries of court proceedings.
  • domestic corporation: includes corporations organized under this chapter or subject to some or all of the provisions of this chapter except a foreign corporation. See Missouri Laws 351.015
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Executor: includes administrator where the subject matter applies to an administrator. See Missouri Laws 1.020
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • 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.
  • 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
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Foreign corporation: means a corporation for profit organized under laws other than the laws of this state. See Missouri Laws 351.015
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Guardian: if used in a section in a context relating to property rights or obligations, means conservator of the estate as defined in chapter 475. See Missouri Laws 1.020
  • hereafter: means the time after the statute containing it takes effect. See Missouri Laws 1.020
  • Heretofore: means any time previous to the day when the statute containing it takes effect. See Missouri Laws 1.020
  • Incompetent: if used in a section in a context relating to actual occupational ability without reference to a court adjudication of incompetency, means the actual ability of a person to perform in that occupation. See Missouri Laws 1.020
  • Incorporator: means a signer of the original articles of incorporation. See Missouri Laws 351.015
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interested shares: means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

    (a) An acquiring person or member of a group with respect to a control share acquisition. See Missouri Laws 351.015

  • Issuing public corporation: unless the articles of incorporation provide otherwise as to the applicability of this section, means a corporation that has a class of voting stock registered with the securities and exchange commission under Section 12 of the Exchange Act and is either (a) a corporation incorporated under the laws of the state of Missouri, or, (b) subdivision (2) of section 351. See Missouri Laws 351.015
  • 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.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Lineal descendant: Direct descendant of the same ancestors.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Month: means a calendar month, and "year" means a calendar year unless otherwise expressed, and is equivalent to the words year of our Lord. See Missouri Laws 1.020
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Net assets: for the purpose of determining the right of a corporation to purchase its own shares and of determining the right of a corporation to declare and pay dividends and the liabilities of directors therefor, shall not include shares of its own stock belonging to a corporation. See Missouri Laws 351.015
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Oath: A promise to tell the truth.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Paid-in surplus: means all that part of the consideration received by the corporation for, or on account of, all shares issued which does not constitute stated capital minus such formal reductions from said sum as may have been effected in a manner permitted by this chapter. See Missouri Laws 351.015
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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
  • Personal property: All property that is not real property.
  • Personal property: includes money, goods, chattels, things in action and evidences of debt. See Missouri Laws 1.020
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Property: includes real and personal property. See Missouri Laws 1.020
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • 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
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • 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
  • Stated capital: means at any particular time the sum of:

    (a) The par value of all shares then issued having a par value. See Missouri Laws 351.015

  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Subpoena: A command to a witness to appear and give testimony.
  • Subscriber: means one who subscribes for shares in a corporation, whether before or after incorporation. See Missouri Laws 351.015
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes such district and territories. See Missouri Laws 1.020
  • Usury: Charging an illegally high interest rate on a loan. Source: OCC
  • Venue: The geographical location in which a case is tried.