Missouri § 351.390 - Corporation's powers to purchase, hold, transfer or dispose of its own shares.

§ 351.390. Corporation's powers to purchase, hold, transfer or dispose of its own shares.

A corporation shall have power to purchase, take, receive, or otherwise acquire, hold, own, pledge, transfer, or otherwise dispose of its own shares; provided, that it shall not purchase, either directly or indirectly, its own shares when its net assets are less than its stated capital, or when by so doing its net assets would be reduced below its stated capital.  Notwithstanding the foregoing limitation, a corporation may purchase its own shares for the purpose of:

(1)  Eliminating fractional shares;

(2)  Collecting or compromising claims of the corporation, or securing any indebtedness to the corporation previously incurred;

(3)  Paying dissenting shareholders entitled to payment for their shares in the event of a merger or consolidation or a sale or exchange of assets;

(4)  Effecting, subject to the other provisions of this chapter, the retirement of its redeemable shares by redemption or by purchase at not to exceed the redemption price.

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(L. 1943 p. 410 § 5)

(1969) A corporation's purchase of its own stock with stockholder assent and approval where no creditors have any rights against the corporation does not violate this section. Hawkins v. Mall, Inc. (Mo.), 444 S.W.2d 369.

---- end of effective  28 Aug 1943 ----

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