Missouri Code — 351
Browse 291 sections in division 351 of the Missouri code. Each section page includes the full statutory text, official source links, and citation guidance.
Sections (showing up to 300)
- § 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 acceptance of this law.
- § 351.030. Organization of street railroad, telegraph and telephone corporations, booming and rafting 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 or agent to be filed with report — waiver, when.
- § 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 form required.
- § 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 received — bonded indebtedness, how incurred.
- § 351.165. Note or obligation not to be considered payment for original issue shares — corporation shall not lend money to shareholder for purchase of shares — liability.
- § 351.170. Expenses of organization or reorganization, how paid.
- § 351.175. Subscriptions for shares — payment — failure to pay — notice for payment or forfeiture.
- § 351.180. Power to issue shares — preferences — procedure — redemption of stock by corporation, requirements — amended certificate of designation for classes or series adversely affecting holders, majority vote of holders required.
- § 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 shares may be issued shall be stated capital, when.
- § 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 provisions, how redeemed.
- § 351.210. Paid-in surplus — its distribution and restrictions.
- § 351.215. Books and records, minutes of meeting — shareholder's right to examine — acquiring person's demand deemed proper, when — penalty.
- § 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, requirements, shareholder may authorize another person to act as proxy, procedure — electronic transmission defined.
- § 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 foreign — deceased person's shares — receivers — pledges.
- § 351.265. Quorum of outstanding shares — representation by proxy — representation of false proxy, penalty.
- § 351.267. Five percent of shares of telephone company constitutes quorum, when — powers of quorum — directors, election by districts authorized.
- § 351.268. Shareholder's meeting, adjournment due to lack of quorum — postponement, adjournment defined.
- § 351.270. Bylaws may require concurrence of greater portion of shares than statutes require.
- § 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 holding executions against corporation.
- § 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, compensation, powers, removal.
- § 351.325. Board, quorum.
- § 351.327. Financial interest of corporate officers, effect on contracts with corporations — directors setting their own compensation not a conflict of interest, exception.
- § 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, methods authorized.
- § 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.
- § 140.988. Funding sources for agency — property taxes, distribution by county collector to agency after sale of property — fee for delinquent tax collection.
- § 351.386. Purposes.
- § 351.387. Definitions.
- § 351.388. Private and public corporations authorized to apply for and operate foreign trade zones.
- § 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 corporation's powers — lack of capacity, power asserted, how.
- § 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, effect of conversion.
- § 351.409. Conversion of corporation to another business entity, procedure — certificate of conversion required — effect of conversion — inapplicability to nonprofit organizations.
- § 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 certificate of merger or consolidation.
- § 351.445. Certificate of merger returned to surviving or new corporation.
- § 351.447. Corporation holding ninety percent of the shares of another may merge without election, when.
- § 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 exclusive, when.
- § 351.458. Merger or consolidation with foreign corporation — procedure.
- § 351.459. Definitions — business combinations, requirements — permitted combinations — exceptions.
- § 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 — administrative dissolution, effect of.
- § 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 bonds by foreign corporations, when.
- § 351.609. Records possessed by corporations providing certain services to the public, definitions — applicability of section — records provided under subpoena or warrant — accelerated or extended time for production of records — motion to quash — authenticity verified — Missouri corporations — no cause of action, when.
- § 351.655. Waiver of notice equivalent to giving of notice.
- § 351.657. Abstract of corporate or registration record, fee — certification by secretary of state, fee — no fees, who — public inspection authorized — information by telephone, what given.
- § 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 information.
- § 351.670. Disapproval of articles of incorporation, amendment, merger — forfeiture of certificate of authority — review.
- § 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 pending, under provisions of prior laws.
- § 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' rights.
- § 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. Citation of law.
- § 351.1003. Definitions
- § 351.1006. Formation and organization authorized.
- § 351.1009. Authorized officer or director required, when — bylaws and board — organizational meeting.
- § 351.1012. Name of cooperative, requirements.
- § 351.1015. Articles, contents, filing requirements — formation, when — transaction of business, when.
- § 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 — resignation of agent, procedure — appointment of agent by secretary of state, when.
- § 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 — property rights — financial rights — employee benefits permitted.
- § 351.1039. Emergency powers and procedures
- § 351.1042. Governance by board required — board action, requirements — third-party agreements permitted, when.
- § 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. 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 directors.
- § 351.1072. Discharge of duties, directors.
- § 351.1075. Contracts and transactions, not voidable for material financial interest of director, when.
- § 351.1078. Personal liability of directors, limitations.
- § 351.1081. Definitions — indemnification of former officials, when — liability insurance permitted, when.
- § 351.1084. Election of officers — chief executive officer permitted.
- § 351.1087. Membership of cooperatives, requirements — membership interests, authorization and issuance.
- § 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 certificates.
- § 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 meeting of other entity permitted.
- § 351.1129. Property rights of cooperative.
- § 351.1132. Transfer of membership and financial rights, restrictions — death of member, effect 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 — refund credits.
- § 351.1150. Unclaimed property, how treated.
- § 351.1153. Merger and consolidation — definitions — procedure, effect of.
- § 351.1156. Subsidiaries, merger with parent, when, procedure — certificate of merger required.
- § 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 — effective date of revocation.
- § 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 — distribution of assets.
- § 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 members may defend.
- § 351.1213. Foreign cooperatives, conflict of laws — certificate of authority required, other requirements.
- § 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.