Missouri § 351.345 - Liability of directors.
Full text of Missouri Revised Statutes of Missouri § 351.345 — Liability of directors., with citation guidance and answers to common questions.
§ 351.345. Liability of directors.
In addition to any other liabilities imposed by law upon directors of a corporation, the directors of a corporation who shall knowingly declare and pay any dividend except as permitted by and in accordance with the provisions of sections 351.210 and 351.220, and except, with respect to liquidating dividends, as permitted by, and in accordance with the provisions of this chapter in connection with reduction of stated capital or with dissolution, shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted as long as they shall respectively continue in office; provided, that the amount for which they shall be liable shall not exceed the amount of such dividend, and that if any of the directors shall be absent at the time of making the dividend, or shall object thereto, and shall file their objection, in writing, with the secretary of the corporation, they shall be exempted from said liability; and further provided that a director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and earnings of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.
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(RSMo 1939 §§ 5045, 5347, A.L. 1943 p. 410 § 44)
Prior revisions: 1929 §§ 4569, 4942; 1919 §§ 9761, 10153; 1909 §§ 3002, 3348
---- end of effective 28 Aug 1943 ----
Source: official Missouri text · Last verified 2026-08-27
Frequently Asked Questions About Missouri § 351.345
What does Revised Statutes of Missouri § 351.345 cover?
Section 351.345 ("Liability of directors.") 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 § 351.345?
A common citation format is "Revised Statutes of Missouri § 351.345" (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 § 351.345 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.