Missouri § 351.464 - Dissolution by board of directors and shareholders.
Full text of Missouri Revised Statutes of Missouri § 351.464 — Dissolution by board of directors and shareholders., with citation guidance and answers to common questions.
§ 351.464. Dissolution by board of directors and shareholders.
1. A corporation's board of directors may propose dissolution for submission to the shareholders.
2. For a proposal to dissolve to be adopted:
(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5 of this section.
3. The board of directors may condition its submission of the proposal for dissolution on any basis.
4. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 351.230. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
5. Unless the articles of incorporation or the board of directors, acting pursuant to subsection 3 of this section, require a greater vote, including a vote by any class of stock or any series of any class, the proposal to dissolve to be adopted must be approved by at least two-thirds of the votes entitled to be cast on that proposal.
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(L. 1990 H.B. 1432)
---- end of effective 28 Aug 1990 ----
Source: official Missouri text · Last verified 2026-08-27
Frequently Asked Questions About Missouri § 351.464
What does Revised Statutes of Missouri § 351.464 cover?
Section 351.464 ("Dissolution by board of directors and shareholders.") is part of the Revised Statutes of Missouri, the codified statutory law of Missouri. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Missouri § 351.464?
A common citation format is "Revised Statutes of Missouri § 351.464" (Missouri). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Missouri law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Missouri official source linked on this page or consult a licensed Missouri attorney.
How does Missouri § 351.464 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Missouri can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Missouri.