Effective – 01 Dec 1993 351.461. Merger of domestic corporation. — A domestic corporation may merge or consolidate with one or more domestic or foreign limited partnerships, general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities at least one of which is not a corporation, […]
Effective – 28 Aug 1990 351.462. Dissolution by incorporators or initial directors. — A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth: (1) The […]
Effective – 28 Aug 1990 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 […]
Effective – 28 Aug 1990 351.466. Dissolution by consent of all shareholders. — A corporation may be dissolved by the written consent of the holders of record of all of its outstanding shares entitled to vote on dissolution. ——– (L. 1990 H.B. 1432)
Effective – 28 Aug 1999 351.467. Filing for discontinuation of certain corporations — procedure. — 1. If the stockholders of a corporation of this state, having only two shareholders each of which own fifty percent of the stock therein, shall be unable to agree upon the desirability of continuing the business of such corporation, either […]
Effective – 28 Aug 1990 351.468. Articles of dissolution. — 1. At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The date dissolution was authorized; (3) If dissolution was approved by the […]
Effective – 28 Aug 1990 351.474. Revocation of dissolution. — 1. A corporation may revoke its dissolution within one hundred twenty days of its effective date. 2. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, […]
Effective – 28 Aug 1990 351.476. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to […]
Effective – 01 Jul 2001 351.478. Known claims against dissolved corporation. — 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation shall dispose of the known claims against it by following the procedure described in this section. 2. The corporation shall […]
Effective – 01 Jul 2001 351.482. Unknown claims against dissolved corporation. — 1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance […]
Effective – 28 Aug 1995 351.483. Certain claims against insured dissolved corporations, limitations. — 1. Notwithstanding any other provision of this chapter to the contrary, subject to subsection 2 of this section, a claim against a corporation dissolved pursuant to this chapter for which claim the corporation has a contract of insurance which will indemnify […]
Effective – 28 Aug 2009 351.484. Grounds for administrative dissolution. — The secretary of state may commence a proceeding pursuant to section 351.486 to dissolve a corporation administratively if: (1) The corporation fails to pay any final assessment of Missouri corporation franchise tax as provided in chapter 147 and the director of revenue has notified […]
Effective – 28 Aug 1990 351.486. Procedure and effect of administrative dissolution. — 1. If the secretary of state determines that one or more grounds exist under section 351.484 for dissolving a corporation, he shall serve the corporation with written notice of his determination under section 351.380. 2. If the corporation does not correct each […]
Effective – 28 Aug 2006 351.488. Reinstatement following dissolution — name of reinstated corporation — administrative dissolution, effect of. — 1. A corporation administratively dissolved pursuant to section 351.486 may apply to the secretary of state for reinstatement. The application must: (1) Recite the name of the corporation and the effective date of its administrative […]
Effective – 28 Aug 1990 351.492. Appeal from denial of reinstatement. — 1. If the secretary of state denies a corporation’s application for reinstatement following administrative dissolution, he shall serve the corporation as provided in section 351.380 with a written notice that explains the reason or reasons for denial. 2. The corporation may appeal a […]
