Effective – 28 Aug 1996 351.750. Application of law. — 1. The provisions of this chapter apply to statutory close corporations to the extent not inconsistent with the provisions of sections 351.750 to 351.865. 2. Sections 351.750 to 351.865 apply to professional corporations organized pursuant to chapter 356 whose articles of incorporation contain the statement […]
Effective – 28 Aug 1990 351.755. Definition — election of status. — 1. A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation. 2. A corporation having fifty or fewer shareholders may become a statutory close corporation by amending its articles of incorporation […]
Effective – 28 Aug 1990 351.760. Notice of status on issued shares. — 1. The following statement shall appear conspicuously on each share certificate issued by a statutory close corporation: The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of […]
Effective – 28 Aug 1990 351.765. Share transfer prohibition. — 1. An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under the provisions of section 351.770. 2. Except to the extent […]
Effective – 28 Aug 1990 351.770. Share transfer after first refusal by corporation. — 1. A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of section 351.765 shall first offer them to the corporation after obtaining an offer to purchase the shares for cash from a third person […]
Effective – 28 Aug 1990 351.775. Attempted share transfer in breach of prohibition. — 1. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. 2. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against […]
Effective – 28 Aug 1990 351.780. Compulsory purchase of shares after death of shareholder. — 1. This section and sections 351.785 to 351.790 apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate of a deceased shareholder may require […]
Effective – 28 Aug 1990 351.785. Exercise of compulsory purchase right. — 1. A person entitled and desiring to exercise the compulsory purchase right described in section 351.780 shall deliver a written notice to the corporation, within one hundred twenty days after the death of the shareholder, describing the number and class or series of […]
Effective – 28 Aug 1990 351.790. Court action to compel purchase. — 1. If an offer to purchase shares made under section 351.785 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the circuit court of the […]
Effective – 28 Aug 1990 351.800. Shareholder agreements. — 1. All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation. 2. An agreement authorized by […]
Effective – 28 Aug 1990 351.805. Elimination of board of directors. — 1. A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect. 2. An amendment to articles of incorporation eliminating a board of directors shall be approved by all the shareholders of […]
Effective – 28 Aug 1990 351.810. Bylaws. — 1. A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 351.800. 2. If a corporation does not have bylaws when its statutory close […]
Effective – 28 Aug 1990 351.815. Annual meeting. — 1. The annual meeting date for a statutory close corporation is the first business day after May thirty-first unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 351.800 fixes a different date. 2. A statutory close corporation need not hold an annual […]
Effective – 28 Aug 1990 351.820. Execution of documents in more than one capacity. — Notwithstanding any law to the contrary, an individual who holds more than one office in a statutory close corporation may execute, acknowledge, or verify in more than one capacity any document required to be executed, acknowledged, or verified by the […]
Effective – 28 Aug 1990 351.825. Limited liability. — The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation. […]
Effective – 28 Aug 1990 351.830. Merger — share exchange — sale of assets. — 1. A plan of merger or consolidation: (1) That if effected would terminate statutory close corporation status shall be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory […]
Effective – 28 Aug 1990 351.835. Termination of close corporation status. — 1. A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors […]
Effective – 28 Aug 1990 351.840. Effect of termination of close corporation status. — 1. A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of this chapter other than sections 351.750 to 351.865 or, if incorporated under chapter 356, to all provisions of that law. 2. Termination […]
Effective – 28 Aug 1990 351.845. Shareholder option to dissolve corporation. — 1. The articles of incorporation of a statutory close corporation may authorize one or more shareholders, or the holders of a specified number of percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of […]
Effective – 28 Aug 1990 351.850. Court action to protect shareholders. — 1. Subject to satisfying the conditions of subsections 3 and 4 of this section, a shareholder of a statutory close corporation may petition the circuit court for any of the relief described in section 351.855, 351.860 or 351.865 if: (1) The directors or […]
