BUSINESS ORGANIZATIONS 8601(A)

PROF. LUPPINO’S SECTION

STATUTORY SUPPLEMENT

Fall 2021
This statutory supplement is solely for each
student’s personal use in the UMKC School of
Law Business Organizations course. It has been
compiled from publicly available information. 1 It is
not to be used for any other purpose, copied or
recirculated.

1
See Missouri Revisor of Statutes

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 Business Organizations
Statutory Supplement
Index

Contents
Agency Law & Business Orgranizations Management Structures...............................................9

358.090 Partner agent of partnership as to partnership business.......................................10

358.180 Rules determining rights and duties of partners....................................................10
359.251 Rights and liabilities of a general partner...............................................................11
347.065 Members deemed to be agents, acts bind company--one or more managers,
effect--act in contravention of restriction on authority..........................................11
347.079 Management of company--managers, appointment--consent of members
required for certain acts............................................................................................12
347.081 Operating agreement, contents--policy statement--enforceability, remedies......13
351.310 Board of directors, powers, qualifications, compensation.....................................14
351.360. Officers--how chosen--powers and duties................................................................14
351.365 Removal of officer or agent, when............................................................................14
351.225 Shareholders' meetings prescribed by bylaws........................................................15
351.290 Bylaws, how adopted and amended.........................................................................15

Formation of Business Organizations............................................................................................17

358.060 Partnership defined...................................................................................................18

358.070 Rules for determining the existence of a partnership.............................................18
358.440 Registration as a limited liability partnership--renewals—withdrawal of
registration--amendment--revocation, effect--fees—false statements, penalty--
foreign partnership requirements............................................................................19
358.510 Domestic limited partnership may become a registered limited liability limited
partnership by compliance with requirements, effect--foreign limited
partnerships, registration, effect..............................................................................22
359.091 Certificate of limited partnership--filed with secretary of state--contents--
formation date, when.................................................................................................22
359.172 Registered limited liability limited partnership, requirements, failure to file
timely amendment to certificate, penalty................................................................23
347.037 Formation, articles of organization--when effective--filing, effect--company may
not incur debt before filing--actions before filing, effect........................................24
347.039 Articles, contents........................................................................................................24

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 351.055 Articles of incorporation, required contents--optional contents...........................25
351.075 Certificate of incorporation is evidence of corporate existence.............................26
358.060 Partnership defined...................................................................................................26
358.450 Registered limited liability partnership, L.L.P. or LLP to be used as last words
or letters in partnership name..................................................................................26
359.021 Name of limited partnership regulated...................................................................27
359.061 Nature of business......................................................................................................27
347.020 Name of company regulated.....................................................................................28
347.035 Organization authorized, purpose...........................................................................28
351.020 What corporations may organize under this law...................................................28
351.110 Name of corporation regulated.................................................................................29
358.160 Partner by estoppel....................................................................................................29
347.037 Formation, articles of organization--when effective--filing, effect--company may
not incur debt before filing--actions before filing, effect........................................30
351.053 Liability for pre-incorporation transactions...........................................................30

Liability of Owners...........................................................................................................................31

358.130 Partnership bound by partner's wrongful act........................................................32

358.140 Partnership bound by partner's breach of trust.....................................................32
358.150 Nature of partner's liability......................................................................................32
358.170 Liability of incoming partner...................................................................................33
359.251 Rights and liabilities of a general partner...............................................................33
359.201 Liability of limited partners to third parties...........................................................33
359.172 Registered limited liability limited partnership, requirements, failure to file
timely amendment to certificate, penalty................................................................34
347.057 Limitation of liability of member or manager........................................................35
351.275 Limitation of shareholder's obligation to corporation or its creditors.................35
351.280 When execution may be levied against shareholders.............................................35

Contributions for Ownership Interests, Profits & Losses & Distributions Sharing..................36

358.060 Partnership defined...................................................................................................37

359.011 Definitions...................................................................................................................37
359.291 Liability for contribution..........................................................................................38
347.015 Definitions...................................................................................................................38

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347.097 Interest may issue upon consideration.....................................................................39
347.099 Promises for contribution to be in writing--performance of promise, remedy--
cause of action............................................................................................................40
351.160 Shares or bonds shall be for money paid, labor or property actually received —
bonded indebtedness, how incurred.........................................................................40
351.165 Note or obligation not to be considered payment for original issue shares--
corporation shall not lend money to shareholder for purchase of shares--liability.
.....................................................................................................................................41
351.185 Consideration for shares--exchange or conversion of shares................................41
351.190 A corporation may determine that only a part of the consideration for which
shares may be issued shall be stated capital, when.................................................42
351.195 Reduction of stated capital, how made....................................................................43
351.295. Stock certificate, form, contents, authorized signatures........................................43
351.305 Preemptive right of shareholder to acquire additional shares, limited, how.......44
358.180 Rules determining rights and duties of partners....................................................45
358.400 Rules for distribution................................................................................................45
359.301 Sharing of profits and losses.....................................................................................46
359.311 Sharing of distributions.............................................................................................46
359.671 Rules for cases not provided in this chapter...........................................................47
359.321 Interim distributions.................................................................................................47
359.361 Distribution in kind...................................................................................................47
359.481 Distribution of assets upon winding up--priorities--disposal of unknown claims.
.....................................................................................................................................47
347.101 Distributions required, when--manner....................................................................48
347.105 Distribution, form of..................................................................................................48
347.111. Allocation of profits or losses, manner....................................................................48
347.139 Effect of dissolution--acts required, distribution of assets—members or trustees.
.....................................................................................................................................49
359.381 Limitation on distribution.........................................................................................50
359.391 Liability upon return of contribution--return received, when..............................50
347.109 Limitations upon distributions--date of measurement of effective distributions--
wrongful distribution, liability, contribution..........................................................50
351.180 Power to issue shares--preferences--procedure--redemption of stock by
corporation, requirements--amended certificate of designation for classes or
series adversely affecting holders, majority vote of holders required..................51
351.210 Paid-in surplus--its distribution and restrictions...................................................54
351.220 Payment of dividends on shares of stock.................................................................54

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Nature & Assignability of Equity Interests....................................................................................56

358.240 Extent of property rights of a partner.....................................................................57

358.250 Nature of a partner's right in specific partnership property................................57
358.260 Nature of partner's interest in the partnership......................................................57
359.401 Nature of partnership interest..................................................................................57
347.115 Interest in company is personal property, assignability, distributions, pledge of
security interest, effect--rights of assignee--liability of assignor...........................58
358.270 Assignment of partner's interest..............................................................................58
359.411 Assignment of partnership interest--rights of assignee..........................................58
347.115 Interest in company is personal property, assignability, distributions, pledge of
security interest, effect--rights of assignee--liability of assignor...........................59
347.117   Effect of death or incompetence of member, assignability of interest — business
organization as member, dissolution, assignability of interest..............................59
358.280 Partner's interest subject to charging order...........................................................60
359.421 Rights of judgment creditor of partner...................................................................60
347.119 Judgment creditor of member, charge of member's interest with payment of
unsatisfied judgment.................................................................................................60

Withdrawal as Partner or LLC Member in a Continuting Partnership/LLC...........................61

358.310 Causes of dissolution.................................................................................................62

358.380 Rights of partners to application of partnership property....................................62
358.420 Rights of retiring or estate of deceased partner when the business is continued.63
359.331 Withdrawal of a general partner--notice to other partners--breach of
partnership agreement, setoff of damages, when...................................................63
359.341 Withdrawal of a limited partner, when...................................................................64
359.351 Distribution upon withdrawal, when, how determined.........................................64
347.121 Withdrawal of Member, how effected--withdrawal in violation of operating
agreement--consequences of withdrawal.................................................................64
347.103 Dissolution as result of withdrawal of member, distribution--withdrawal in
violation of agreement...............................................................................................65

Dissolution and Winding Up of a Business Organization.............................................................67

358.290 Dissolution defined....................................................................................................68

358.300 Partnership not terminated by dissolution..............................................................68
358.310 Causes of dissolution.................................................................................................68

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 358.380 Rights of partners to application of partnership property....................................68
359.451 Dissolution of limited partnership, when................................................................69
347.137 Dissolution of company, events--notice of winding up...........................................70
347.139 Effect of dissolution--acts required, distribution of assets--membersor trustees.
.....................................................................................................................................71
351.461 Merger of domestic corporation...............................................................................71
351.462 Dissolution by incorporators or initial directors....................................................72
351.464 Dissolution by board of directors and shareholders...............................................72
351.466 Dissolution by consent of all shareholders..............................................................72
351.467 Filing for discontinuation of certain corporations--procedure.............................73
351.468 Articles of dissolution................................................................................................73
351.474 Revocation of dissolution..........................................................................................74
351.476 Effect of dissolution...................................................................................................74
358.320 Dissolution by decree of court..................................................................................75
359.461 Judicial dissolution--who may request--granted when..........................................75
347.143 Involuntary dissolution, decree, action by attorney general,grounds--action upon
application by member..............................................................................................76
347.145 Action for involuntary dissolution, where commenced--service of process,
publication..................................................................................................................77
351.494 Grounds for judicial dissolution...............................................................................77
351.496 Procedure for judicial dissolution............................................................................78

Some Special Considerations Regarding Corporations................................................................79

351.347 Acquisition proposals, board may make recommendation...................................80

351.572 Authority to transact business required..................................................................80
351.574 Consequences of transacting business without authority......................................81
351.576 Application for certificate of authority....................................................................82
351.582 Effect of certificate of authority...............................................................................82
358.500 Legal existence of a registered limited liability partnership to be recognized--
partnership formed in other jurisdictions, effect....................................................82
359.491 Foreign limited partnerships, law governing..........................................................83
359.501 Registration with secretary of state--form--contents..............................................83
347.151 Foreign limited liability company, conflict of laws.................................................84
347.153 Foreign company, registration required--application, contents, fee.....................84
347.181 Law to apply to interstate and international commerce........................................85

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351.310 Board of directors, powers, qualifications, compensation.....................................86
351.750 Application of law......................................................................................................86
351.755.   Definition — election of status..................................................................................86
351.760 Notice of status on issued shares..............................................................................87
351.765 Share transfer prohibition........................................................................................87
351.770 Share transfer after first refusal by corporation....................................................88
351.775 Attempted share transfer in breach of prohibition................................................89
351.780 Compulsory purchase of shares after death of shareholder..................................89
351.785 Exercise of compulsory purchase right....................................................................90
351.790 Court action to compel purchase.............................................................................90
351.800 Shareholder agreements............................................................................................91
351.805 Elimination of board of directors.............................................................................92
351.810 Bylaws.........................................................................................................................92
351.815 Annual meeting..........................................................................................................93
351.820 Execution of documents in more than one capacity...............................................93
351.825 Limited liability..........................................................................................................93
351.875 Grounds for shareholder dissent..............................................................................93
351.225 Shareholders' meetings prescribed by bylaws........................................................94
351.230 Shareholders' meetings--notice of, how given, contents of....................................95
351.235 Meetings, how convened--vote inspectors, when appointed, duties of..................95
351.240 Inspector's oath..........................................................................................................96
351.245 Shares, how voted--control share acquisition proxies, valid when, requirements,
shareholder may authorize another person to act as proxy, procedure--electronic
transmission defined..................................................................................................96
351.246 Shareholders may create voting trust......................................................................98
351.250 Transfer books closed, when.....................................................................................98
351.255 Officer to make list of shareholders entitled to vote...............................................98
351.260 Voting of shares standing in name of another corporation, domestic orforeign--
deceased person's shares--receivers--pledges..........................................................99
351.265 Quorum of outstanding shares--representation by proxy—representation of false
proxy, penalty.............................................................................................................99
351.267 Five percent of shares of telephone company constitutes quorum,when--powers
of quorum--directors, election by districts authorized.........................................100
351.268 Shareholder's meeting, adjournment due to lack of quorum--postponement,
adjournment defined...............................................................................................101

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 351.270 Bylaws may require concurrence of greater portion of shares than statutes
require.......................................................................................................................101
351.273 Corporate action may be taken without meeting by written consents...............101
351.315 Number of directors, how elected, how removed..................................................102
351.090 Articles of incorporation, how amended...............................................................103
351.093 Certain shareholders must be permitted to vote, when.......................................104
351.400. Disposition of assets.................................................................................................104
351.425 Voting by shareholders on plan for merger or consolidation..............................105
351.464 Dissolution by board of directors and shareholders.............................................105
351.466 Dissolution by consent of all shareholders............................................................105
351.246 Shareholders may create voting trust....................................................................106
351.323 Provisional director appointed by court, when--qualifications, compensation,
powers, removal.......................................................................................................106
351.467 Filing for discontinuation of certain corporations--procedure...........................106

Fiduciary Duties Litigation...........................................................................................................108

358.210 Partner accountable as a fiduciary........................................................................109

359.071 Business transactions of partner with the limited partnership...........................109
347.093. Member or manager may lend money and transact business.............................109
351.327 Financial interest of corporate officers, effect on contracts with corporations--
directors setting their own compensation not a conflict of interest, exception.. 109
351.386 Purposes....................................................................................................................110
351.395 Conveyance of property not invalid because board of directors has exceeded
corporation's powers--lack of capacity, power asserted, how.............................110
347.088 Standard of duty--extent of liabilities and duties--profit or benefit, duty..........111
351.055 Articles of incorporation, required contents--optional contents.........................112
351.355 Officer, director, employee, or agent of corporation indemnified, when, methods
authorized.................................................................................................................113

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 Agency Law
&
Business Organizations
Management Structures

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358.090
Partner agent of partnership as to partnership business.

1. Every partner is an agent of the partnership for the purpose of its business, and the act of
every partner, including the execution in the partnership name of any instrument, for apparently
carrying on in the usual way the business of the partnership of which he is a member binds the
partnership, unless the partner so acting has in fact no authority to act for the partnership in the
particular matter, and the person with whom he is dealing has knowledge of the fact that he has no
such authority.
2. An act of a partner which is not apparently for the carrying on of the business of the
partnership in the usual way does not bind the partnership unless authorized by the other partners.
3. Unless authorized by the other partners or unless they have abandoned the business, one or
more but less than all the partners have no authority to
(1) Assign the partnership property in trust for creditors or on the assignee's promise to pay the
debts of the partnership;
(2) Dispose of the goodwill of the business;
(3) Do any other act which would make it impossible to carry on the ordinary business of a
partnership;
(4) Confess a judgment;
(5) Submit a partnership claim or liability to arbitration or reference.
4. No act of a partner in contravention of a restriction on authority shall bind the partnership to
persons having knowledge of the restriction.
(L. 1949 p. 506 § 9)

358.180
Rules determining rights and duties of partners.

The rights and duties of the partners in relation to the partnership shall be determined, subject
to any agreement between them, by the following rules:
(1) Each partner shall be repaid the partner's contributions, whether by way of capital or
advances to the partnership property and share equally in the profits and surplus remaining after all
liabilities, including those to partners, are satisfied; and except as provided in subsection 2 of
section 358.150, each partner must contribute toward the losses, whether of capital or otherwise,
sustained by the partnership according to the partner's share in the profits;
(2) The partnership must indemnify every partner in respect of payments made and personal
liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or
for the preservation of its business or property;
(3) A partner, who in aid of the partnership makes any payment or advance beyond the amount
of capital which the partner agreed to contribute, shall be paid interest from the date of the payment
or advance;
(4) A partner shall receive interest on the capital contributed by the partner only from the date
when repayment should be made;
(5) All partners have equal rights in the management and conduct of the partnership business;
(6) No partner is entitled to remuneration for acting in the partnership business, except that a
surviving partner is entitled to reasonable compensation for the partner's services in winding up the
partnership affairs;

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 (7) No person can become a member of a partnership without the consent of all the partners;
and
(8) Any difference arising as to ordinary matters connected with the partnership business may
be decided by a majority of the partners; but no act in contravention of any agreement between the
partners may be done rightfully without the consent of all the partners.
(L. 1949 p. 506 § 18, A.L. 1995 H.B. 558)

359.251
Rights and liabilities of a general partner.

1. Except as provided in this chapter or in the partnership agreement, a general partner of a

limited partnership has the rights and powers and is subject to the restrictions of a partner in a
partnership without limited partners.
2. Except as provided in this chapter, a general partner of a limited partnership has the
liabilities of a partner in a partnership without limited partners to persons other than the partnership
and the other partners. Except as provided in this chapter or in the partnership agreement, a general
partner of a limited partnership has the liabilities of a partner in a partnership without limited
partners to the partnership and to the other partners.
(L. 1985 H.B. 512 & 650)
Effective 1-1-87

347.065
Members deemed to be agents, acts bind company--one or more managers, effect--act in
contravention of restriction on authority.

1. Except as provided in subsection 2 of this section, every member is an agent of the limited
liability company for the purpose of its business and affairs, and the act of any member, including,
but not limited to, the execution of any instrument, for apparently carrying on in the usual way of
the business or affairs of the limited liability company of which he is a member binds the limited
liability company, unless the member so acting has in fact no authority to act for the limited liability
company in the particular matter, and the person with whom he is dealing has knowledge of the fact
that the member has no such authority.
2. If the articles of organization provide that management of the limited liability company is
vested in one or more managers:
(1) No member, acting solely in his capacity as a member, is an agent of the limited liability
company; and
(2) Every manager is an agent of the limited liability company for the purpose of its business
and affairs, and the act of any manager for apparently carrying on in the usual way of the business
or affairs of the limited liability company of which he is a manager binds the limited liability
company, unless the manager so acting has, in fact, no authority to act for the limited liability
company in the particular matter, and the person with whom he is dealing has knowledge of the fact
that the manager has no such authority.
3. An act of a member or manager which is not apparently for the carrying on the usual way of
the business or affairs of the limited liability company does not bind the limited liability company
unless authorized in accordance with the terms of the operating agreement, at the time of the
transaction or at any other time.

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 4. No act of a member, manager or other agent of a limited liability company in contravention
of a restriction on authority shall bind the limited liability company to persons having knowledge of
the restriction.
(L. 1993 S.B. 66 & 20 § 359.738) Effective 12-1-93

347.079

Management of company--managers, appointment--consent of members required for certain acts.

1. The articles of organization shall provide how management of the limited liability company
will be vested and who shall have the right and authority to manage the affairs of the limited
liability company and make all decisions with respect thereto, subject to any provisions in the
operating agreement or sections 347.010 to 347.187 restricting or enlarging the management rights
or responsibilities of one or more persons or classes of persons.
2. If the articles of organization provide that management of the limited liability company shall
be vested in one or more managers, then management of the limited liability company shall be
vested in such manager or managers who shall have the right and authority to manage the affairs of
the limited liability company and make decisions with respect thereto to the extent provided in the
operating agreement, including any provisions therein restricting or enlarging the management
rights or responsibilities of one or more persons or classes of persons. The managers of a limited
liability company shall be designated in the operating agreement, or designated, appointed or
elected by the members in the manner prescribed by the operating agreement, and may be removed
or replaced in the manner provided in the operating agreement. Managers need not be members of
the limited liability company or individuals unless otherwise required by the operating agreement.
If the operating agreement does not provide a manner for designating, appointing, electing,
removing or replacing managers, then, the managers of a limited liability company shall be
designated, appointed, elected, removed or replaced by the vote of a majority by number of the
members and unless earlier removed or resigned, managers shall hold office until their successors
have been designated, appointed or elected and qualified.
3. Except as provided in the operating agreement, the affirmative vote, approval or consent of
all members shall be required to:
(1) Amend a written operating agreement;
(2) Issue an interest in the limited liability company to any person and admit such person as a
member;
(3) Approve a merger or consolidation with another person;
(4) Change the status of the limited liability company from one in which management is vested
in the members to one in which management is vested in one or more managers, or vice versa;
(5) Authorize any transaction, agreement or action on behalf of the limited liability company
that is unrelated to its purpose as set forth in the articles of organization, that otherwise contravenes
the operating agreement or that is not within the usual course of the business of the limited liability
company; or
(6) Determine, modify, compromise or release the amount and character of the contributions
which a member shall make, or shall promise to make, as the consideration for the issuance of an
interest in the limited liability company.
4. Except as provided in the operating agreement, and subject to subsection 3 of this section,
the affirmative vote, approval or consent of more than one-half by number of the authorized persons

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shall be required to decide any matter connected with the business or affairs of the limited liability
company.
(L. 1993 S.B. 66 & 20 § 359.745, A.L. 2004 H.B. 1664)

347.081
Operating agreement, contents--policy statement--enforceability, remedies.

1. The member or members of a limited liability company shall adopt an operating agreement
containing such provisions as such member or members may deem appropriate, subject only to the
provisions of sections 347.010 to 347.187 and other law. The operating agreement may contain any
provision, not inconsistent with law, relating to the conduct of the business and affairs of the limited
liability company, its rights and powers, and the rights, powers and duties of its members,
managers, agents or employees, including:
(1) Whether the management of the limited liability company shall be vested in one or more
members, managers or other persons, and, if so, the powers and authority to be exercised by such
persons;
(2) Providing for classes or groups of members having various rights, powers and duties, and
providing for the future creation of additional classes or groups of members having relative rights,
powers and duties superior or equal to existing classes and groups of members;
(3) The exercise or division of management or voting rights among different classes or groups
of members, managers or other persons on a per capita or other basis;
(4) With respect to any matter requiring a vote, approval or consent of members or managers,
provisions relating to notice of the time, place or purpose of any meeting at which any matter is to
be voted on, waiver of notice, action by consent without a meeting, quorum requirements,
authorizations by proxy, or any other matter with respect to the exercise of any voting or approval
rights;
(5) Authorizing all or certain persons to execute articles, notices or documents permitted or
required by sections 347.010 to 347.187;
(6) Restrictions on the transfer of members' interests in the limited liability company, and
options or rights to acquire or sell members' interests in the limited liability company;
(7) The manner in which income, gain, deduction, loss, credit and items thereof are to be
allocated to the members; and
(8) Provisions relating to any tax elections to be made by the limited liability company and the
authorization of persons to make such elections.
2. It is the policy of sections 347.010 to 347.187 to give the maximum effect to the principle of
freedom of contract and to the enforceability of operating agreements.
3. The operating agreement shall be enforceable at law or in equity by any member to the
extent provided in applicable law.
4. This section shall not affect any otherwise valid agreement among members of a limited
liability company.
(L. 1993 S.B. 66 & 20 § 359.746, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B.
1664)

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351.310
Board of directors, powers, qualifications, compensation.

The property and business of a corporation shall be controlled and managed by a board of
directors. Qualifications of directors may be prescribed in the articles of incorporation, or in the
bylaws. The compensation of the directors may be set by the board of directors unless otherwise
provided in the articles of incorporation or the bylaws.
(RSMo 1939 § 5346, A.L. 1943 p. 410 § 36, A.L. 1965 p. 532, A.L. 1975 S.B. 14)
Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347
CROSS REFERENCE:
Representative actions by shareholders to enforce corporation's rights, RSMo 507.070

351.360.
Officers--how chosen--powers and duties.

1. Every corporation organized under this chapter shall have a president and a secretary, who
shall be chosen by the directors, and such other officers and agents as shall be prescribed by the
bylaws of the corporation. Unless the articles of incorporation or bylaws otherwise provide, any two
or more offices may be held by the same person and the offices of president, chief executive officer,
and chairman of the board of directors may each be held by different persons.
2. All officers and agents of the corporation, as between themselves and the corporation, shall
have such authority and perform such duties in the management of the property and affairs of the
corporation as may be provided in the bylaws, or, in the absence of such provision, as may be
determined by resolution of the board of directors.
3. Any act required or permitted by any of the provisions of this chapter to be done by the
president of the corporation may be done instead by the chairman of the board of directors, if any,
of the corporation if the chairman of the board has previously been designated by the board of
directors or in the bylaws to be the chief executive officer of the corporation, or to have the powers
of the chief executive officer coextensively with the president, and such designation has been filed
in writing with the secretary of state and such notice attested to by the secretary of the corporation.
(RSMo 1939 § 5008, A.L. 1943 p. 410 § 46, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977
S.B. 115, A.L. 1979 S.B. 216; and 2019 Mo. Legis. Serv. H.B. 959 (VERNON'S) (West's No. 50) 2.
Prior revisions: 1929 § 4537; 1919 § 9733; 1909 § 2974

351.365
Removal of officer or agent, when.

Any officer or agent elected or appointed by the board of directors may be removed by the
board of directors whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so
removed.
(L. 1943 p. 410 § 47)
2
2019 legislation approved in July and effective August 28, 2019 added the following words includes at the end of
351.360.1 above: “and the offices of president, chief executive officer, and chairman of the board of directors may each
be held by different persons.”

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351.225
Shareholders' meetings prescribed by bylaws.

1. (1) Meetings of shareholders may be held at such place, either within or without this state,
as may be provided in the bylaws. In the absence of any such provisions, all meetings shall be held
at the registered office of the corporation in this state.
(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines
and procedures as the board of directors may adopt, shareholders and proxyholders not physically
present at a meeting of shareholders may, by means of remote communication:
(a) Participate in a meeting of shareholders; and
(b) Be deemed present in person and vote at a meeting of shareholders, whether such meeting
is to be held at a designated place or solely by means of remote communication, provided that:
a. The corporation shall implement reasonable measures to verify that each person deemed
present and permitted to vote at the meeting by means of remote communication is a shareholder or
proxyholder;
b. The corporation shall implement reasonable measures to provide such shareholders and
proxyholders a reasonable opportunity to participate in the meeting and to vote on matters
submitted to the shareholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings; and
c. If any shareholder or proxyholder votes or takes other action at the meeting by means of
remote communication, a record of such vote or other action shall be maintained by the corporation.
2. An annual meeting of shareholders for the election of directors shall be held on a day which
each corporation shall fix by its bylaws; and if no day be so provided, then on the second Monday
in the month of January. Failure to hold the annual meeting at the designated time shall not work a
forfeiture or dissolution of the corporation.
3. Special meetings of the shareholders may be called by the board of directors or by such
other person or persons as may be authorized by the articles of incorporation or the bylaws.
(L. 1943 p. 410 § 27, A.L. 1986 S.B. 565, A.L. 2009 S.B. 217)

351.290
Bylaws, how adopted and amended.

1. The power to make, alter, amend, or repeal the bylaws of the corporation shall be vested in
the shareholders, unless and to the extent that such power may be vested in the board of directors by
the articles of incorporation; provided, however, that the original bylaws of a corporation may be
adopted by the directors. The bylaws may contain any provisions for the regulation and
management of the affairs of the corporation not inconsistent with law or the articles of
incorporation.
2. The board of directors of any corporation may adopt emergency bylaws, subject to repeal or
change by action of the shareholders or directors as may be provided in the articles of incorporation
which shall, notwithstanding any different provision elsewhere in this chapter or in the articles of
incorporation or bylaws, be operative during any emergency resulting from an attack on the United
States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may
be practical and necessary for the circumstances of the emergency, including provisions that:

15
 (1) A meeting of the board of directors may be called by any officer or director in such manner
and under such conditions as shall be prescribed in the emergency bylaws;
(2) The director or directors in attendance at the meeting, or any greater number fixed by the
emergency bylaws, shall constitute a quorum; and
(3) The officers or other persons designated on a list approved by the board of directors before
the emergency, all in such order of priority and subject to such conditions and for such period of
time (not longer than reasonably necessary after the termination of the emergency) as may be
provided in the emergency bylaws or in the resolution approving the list, shall, to the extent
required to provide a quorum at any meeting of the board of directors, be deemed directors for such
meeting.
3. The board of directors, either before or during any such emergency, may provide, and from
time to time modify, lines of succession in the event that during such an emergency any or all
officers or agents of the corporation shall for any reason be rendered incapable of discharging their
duties.
4. The board of directors, either before or during any such emergency, may, effective in the
emergency, change the head office or designate several alternative head offices or regional offices,
or authorize the officers so to do.
5. No officer, director, or employee acting in accordance with any emergency bylaws shall be
liable except for willful misconduct.
6. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the
corporation shall remain in effect during any emergency and upon its termination the emergency
bylaws shall cease to be operative.
7. Unless otherwise provided in emergency bylaws, notice of any meeting of the board of
directors during such an emergency may be given only to such of the directors as it may be feasible
to reach at the time and by such means as may be feasible at the time, including publication or
radio.
8. To the extent required to constitute a quorum at any meeting of the board of directors during
such an emergency, the officers of the corporation who are present shall, unless otherwise provided
in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority,
directors for such meeting.
(L. 1943 p. 410 § 26, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

16
Formation of Business
Organizations

17
358.060
Partnership defined.

1. A "partnership" is an association of two or more persons to carry on as co-owners a business

for profit and includes, for all purposes of the laws of this state, a registered limited liability
partnership.
2. But any association formed under any other statute of this state, or any statute adopted by
authority, other than the authority of this state or pursuant to an agreement governed by the laws of
another state, is not a partnership under this chapter, unless such association would have been a
partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited
partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
(L. 1949 p. 506 § 6, A.L. 1995 H.B. 558)

358.070
Rules for determining the existence of a partnership.

In determining whether a partnership exists, these rules shall apply:

(1) Except as provided by section 358.160 persons who are not partners as to each other are
not partners as to third persons;
(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common
property, or part ownership does not of itself establish a partnership, whether such co-owners do or
do not share any profits made by the use of the property;
(3) The sharing of gross returns does not of itself establish a partnership, whether or not the
persons sharing them have a joint or common right or interest in any property from which the
returns are derived;
(4) The receipt by a person of a share of the profits of a business is prima facie evidence that
he is a partner in the business, but no such inference shall be drawn if such profits were received in
payment:
(a) As a debt by installments or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a widow or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of the business;
(e) As the consideration for the sale of a goodwill of a business or other property by
installments or otherwise.
(L. 1949 p. 506 § 7)
CROSS REFERENCE:
Evidence of partnership, what constitutes, 490.520

18
358.440

Registration as a limited liability partnership--renewals—withdrawal of registration--amendment--

revocation, effect--fees—false statements, penalty--foreign partnership requirements.

1. To register as a limited liability partnership pursuant to this section, a written application

shall be filed with the office of the secretary of state. The application shall set forth:
(1) The name of the partnership;
(2) The address of a registered office and the name and address of a registered agent for
service of process required to be maintained by section 358.470;
(3) The number of partners in the partnership at the date of application;
(4) A brief statement of the principal business in which the partnership engages;
(5) That the partnership thereby applies for registration as a registered limited liability
partnership; and
(6) Any other information the partnership determines to include in the application.
2. The application shall be signed on behalf of the partnership by a majority of the partners or
by one or more partners authorized by a majority in interest of the partners to sign the application
on behalf of the partnership.
3. The application shall be accompanied by a fee payable to the secretary of state of twenty-
five dollars for each partner of the partnership, but the fee shall not exceed one hundred dollars. All
moneys from the payment of this fee shall be deposited into the general revenue fund.
4. A person who files a document according to this section as an agent or fiduciary need not
exhibit evidence of the partner's authority as a prerequisite to filing. Any signature on such
document may be a facsimile. If the secretary of state finds that the filing conforms to law, the
secretary of state shall:
(1) Endorse on the copy the word "Filed" and the month, day and year of the filing;
(2) File the original in the secretary of state's office; and
(3) Return the copy to the person who filed it or to the person's representative.
5. A partnership becomes a registered limited liability partnership on the date of the filing in
the office of the secretary of state of an application that, as to form, meets the requirements of
subsections 1 and 2 of this section and that is accompanied by the fee specified in subsection 3 of
this section, or at any later time specified in the application.
6. An initial application filed under subsection 1 of this section by a partnership registered by
the secretary of state as a limited liability partnership expires one year after the date of registration
unless earlier withdrawn or revoked or unless renewed in accordance with subsection 9 of this
section.
7. If a person is included in the number of partners of a registered limited liability partnership
set forth in an application, a renewal application or a certificate of amendment of an application or a
renewal application, the inclusion of such person shall not be admissible as evidence in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of
determining whether such person is liable as a partner of such registered limited liability
partnership. The status of a partnership as a registered limited liability partnership and the liability
of a partner of such registered limited liability partnership shall not be adversely affected if the
number of partners stated in an application, a renewal application or a certificate of amendment of
an application or a renewal application is erroneously stated provided that the application, renewal

19
application or certificate of amendment of an application or a renewal application was filed in good
faith.
8. Any person who files an application or a renewal application in the office of the secretary of
state pursuant to this section shall not be required to file any other documents pursuant to chapter
417 which requires filing for fictitious names.
9. An effective registration may be renewed before its expiration by filing in duplicate with the
secretary of state an application containing current information of the kind required in an initial
application, including the registration number as assigned by the secretary of state. The renewal
application shall be accompanied by a fee of one hundred dollars on the date of renewal plus, if the
renewal increases the number of partners, fifty dollars for each partner added, but the fee shall not
exceed two hundred dollars. All moneys from such fees shall be deposited into the general revenue
fund. A renewal application filed under this section continues an effective registration for one year
after the date the effective registration would otherwise expire.
10. A registration may be withdrawn by filing with the secretary of state a written withdrawal
notice signed on behalf of the partnership by a majority of the partners or by one or more partners
authorized by a majority of the partners to sign the notice on behalf of the partnership. A
withdrawal notice shall include the name of the partnership, the date of registration of the
partnership's last application under this section, and a current street address of the partnership's
principal office in this state or outside the state, as applicable. A withdrawal notice terminates the
registration of the partnership as a limited liability partnership as of the date of filing the notice in
the office of the secretary of state. The withdrawal notice shall be accompanied by a filing fee of
twenty dollars.
11. If a partnership that has registered pursuant to this section ceases to be registered as
provided in subsection 6 or 10 of this section, that fact shall not affect the status of the partnership
as a registered limited liability partnership prior to the date the partnership ceased to be registered
pursuant to this section.
12. A document filed under this section may be amended or corrected by filing with the
secretary of state articles of amendment, signed by a majority of the partners or by one or more
partners authorized by a majority of the partners. The articles of amendment shall contain:
(1) The name of the partnership;
(2) The identity of the document being amended;
(3) The part of the document being amended; and
(4) The amendment or correction.
The articles of amendment shall be accompanied by a filing fee of twenty dollars plus, if the
amendment increases the number of partners, fifty dollars for each partner added, but the fee shall
not exceed two hundred dollars; provided that no amendment of an application or a renewal
application is required as a result of a change after the application or renewal application is filed in
the number of partners of the registered limited liability partnership or in the business in which the
registered limited liability partnership engages. All moneys from such fees shall be deposited into
the general revenue fund. The status of a partnership as a registered limited liability partnership
shall not be affected by changes after the filing of an application or a renewal application in the
information stated in the application or renewal application.
13. No later than ninety days after the happening of any of the following events, an
amendment to an application or a renewal application reflecting the occurrence of the event or
events shall be executed and filed by a majority in interest of the partners or by one or more

20
partners authorized by a majority of the partners to execute an amendment to the application or
renewal application:
(1) A change in the name of the registered limited liability partnership;
(2) Except as provided in subsections 2 and 3 of section 358.470, a change in the address of
the registered office or a change in the name or address of the registered agent of the registered
limited liability partnership.
14. Unless otherwise provided in this chapter or in the certificate of amendment of an
application or a renewal application, a certificate of amendment of an application or a renewal
application or a withdrawal notice of an application or a renewal application shall be effective at the
time of its filing with the secretary of state.
15. The secretary of state may provide forms for the application specified in subsection 1 of
this section, the renewal application specified in subsection 9 of this section, the withdrawal notice
specified in subsection 10 of this section, and the amendment or correction specified in subsection
12 of this section.
16. The secretary of state may remove from its active records the registration of a partnership
whose registration has been withdrawn, revoked or has expired.
17. The secretary of state may revoke the filing of a document filed under this section if the
secretary of state determines that the filing fee for the document was paid by an instrument that was
dishonored when presented by the state for payment. The secretary of state shall return the
document and give notice of revocation to the filing party by regular mail. Failure to give or receive
notice does not invalidate the revocation. A revocation of a filing does not affect an earlier filing.
18. If any person signs a document required or permitted to be filed pursuant to
sections 358.440 to 358.500 which the person knows is false in any material respect with the intent
that the document be delivered on behalf of a partnership to the secretary of state for filing, such
person shall be guilty of a class A misdemeanor. Unintentional errors in the information set forth in
an application filed pursuant to subsection 1 of this section, or changes in the information after the
filing of the application, shall not affect the status of a partnership as a registered limited liability
partnership.
19. Before transacting business in this state, a foreign registered limited liability partnership
shall:
(1) Comply with any statutory or administrative registration or filing requirements governing
the specific type of business in which the partnership is engaged; and
(2) Register as a limited liability partnership as provided in this section by filing an application
which shall, in addition to the other matters required to be set forth in such application, include a
statement:
(a) That the secretary is irrevocably appointed the agent of the foreign limited liability
partnership for service of process if the limited liability partnership fails to maintain a registered
agent in this state or if the agent cannot be found or served with the exercise of reasonable
diligence; and
(b) Of the address of the office required to be maintained in the jurisdiction of its organization
by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited
liability partnership.
20. A partnership that registers as a limited liability partnership shall not be deemed to have
dissolved as a result thereof and is for all purposes the same partnership that existed before the
registration and continues to be a partnership under the laws of this state. If a registered limited
liability partnership dissolves, a partnership which is a successor to such registered limited liability

21
partnership and which intends to be a registered limited liability partnership shall not be required to
file a new registration and shall be deemed to have filed any documents required or permitted under
this chapter which were filed by the predecessor partnership.
21. Fees mandated in subsection 3 of this section shall be waived if a general partner of the
partnership is a member of the Missouri National Guard or any other active duty military, resides in
the state of Missouri, and provides proof of such service to the secretary of state.

358.510

Domestic limited partnership may become a registered limited liability limited partnership by
compliance with requirements, effect--foreign limited partnerships, registration, effect.

1. A domestic limited partnership may become a registered limited liability limited partnership
by complying with the applicable provisions of the Missouri uniform limited partnership act,
chapter 359, and by registering as a registered limited liability limited partnership under this
chapter. A general partner in a limited partnership that has so registered as a registered limited
liability limited partnership shall be accorded all the limited liability protection of a partner in a
general partnership registered as a registered limited liability partnership under this chapter.
2. A foreign limited partnership that may register as a limited liability limited partnership or its
equivalent pursuant to the laws of the jurisdiction of its formation, and has so registered in such
jurisdiction, may become a registered limited liability limited partnership by complying with the
applicable provisions of chapter 359 and by registering as a registered limited liability limited
partnership pursuant to this chapter. A general partner in a foreign limited partnership that has
registered as a registered limited liability limited partnership shall have the same limited liability
protection as a partner in a registered limited liability partnership pursuant to the laws of such
foreign jurisdiction.
(L. 1995 H.B. 558, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 1998 H.B. 1228 merged
with S.B. 680 merged with S.B. 844)

359.091

Certificate of limited partnership--filed with secretary of state--contents--formation date, when.

1. In order to form a limited partnership, a certificate of limited partnership shall be executed

and filed in the office of the secretary of state. The certificate shall set forth:
(1) The name of the limited partnership;
(2) The address of the registered office and the name of the registered agent at such office;
(3) The name and the mailing address of each general partner;
(4) The events, if any on which the limited partnership is to dissolve or the number of years the
limited partnership is to continue, which may be any number or perpetual;
(5) Any other matters the general partners determine to include therein.
2. A limited partnership is formed at the time of the filing of the certificate of limited
partnership in the office of the secretary of state or at any other time specified in the certificate of
limited partnership if, in either case, there has been substantial compliance with the requirements of
this section.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 2000 S.B. 896)

22
23
359.172

Registered limited liability limited partnership, requirements, failure to file timely amendment to
certificate, penalty.

1. To become and to continue as a registered limited liability limited partnership, a limited

partnership shall, in addition to complying with the requirements of this chapter:
(1) File an application or a renewal application, as the case may be, as provided in
section 358.440, as permitted by the limited partnership's partnership agreement or, if the limited
partnership's partnership agreement does not provide for the limited partnership's becoming a
registered limited liability limited partnership, with the approval by all general partners and the
limited partners, or, if there is more than one class or group of limited partners, then by each class
or group of limited partners, in either case, by limited partners who own more than fifty percent of
the then current percentage or other interest in the profits of the limited partnership owned by all of
the limited partners in each class or group, as appropriate;
(2) Comply with sections 358.440 to 358.501; and
(3) Have as the last words or letters of its name the words "Registered Limited Liability
Limited Partnership", or the abbreviation "L.L.L.P.", or the designation "LLLP".
2. In applying sections 358.440 to 358.501 to a limited partnership:
(1) An application to become a registered limited liability limited partnership, a renewal
application to continue as a registered limited liability limited partnership, a certificate of
amendment of an application or a renewal application, or a withdrawal notice of an application or a
renewal application shall be executed by at least one general partner of the limited partnership; and
(2) All references to partners mean general partners only.
3. If a limited partnership is a registered limited liability limited partnership, its partners who
are liable for the debts, liabilities and other obligations of the limited partnership shall have the
limitation on liability afforded to partners of registered limited liability partnerships pursuant to
chapter 358.
4. The filing of an application to become a registered limited liability limited partnership shall
constitute the filing of an amendment to the limited partnership's certificate of limited partnership
for the purposes of causing the name of the limited partnership to comply with the provisions of
subdivision (3) of subsection 1 of this section. In the event a limited partnership ceases to be
registered in this state as limited liability limited partnership for any reason, the limited partnership
shall, within ninety days thereafter, file an amendment to its certificate of limited partnership
correcting the designation set forth in subdivision (3) of subsection 1 of this section. In the event the
limited partnership fails to timely file an amendment to its certificate of limited partnership as
required pursuant to this subsection, the general partners in office at such time may be individually
subject to a civil penalty in the amount of ten dollars per month for each month the amendment has
not been timely filed, but not to exceed ten thousand dollars, such penalty to be assessed and
collected by the secretary, and prosecuted criminally pursuant to section 359.691with any resulting
conviction being a class B misdemeanor and the secretary shall be authorized to file a notice to
change the name of the limited partnership to remove the designation required pursuant to
subsection 1 of this section.
(L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)

24
347.037
Formation, articles of organization--when effective--filing, effect--company may not incur debt
before filing--actions before filing, effect.

1. Any person, whether or not a member or manager, may form a limited liability company by
signing and filing articles of organization for such limited liability company with the secretary.
2. A limited liability company is formed when the articles of organization are filed with the
secretary or on a later date set forth in the articles of organization, not to exceed ninety days from
the filing date. If the articles of organization, as delivered to the secretary, do not substantially
conform to the filing provisions of sections 347.010 to 347.187, the secretary shall return the
articles of organization to the person so filing the articles of organization with a statement setting
forth the nonconformity.
3. Each copy of the articles of organization stamped "filed" and marked with the filing date is
conclusive evidence that all conditions precedent required to be performed by the organizers have
been complied with and that the limited liability company has been legally organized and formed
under sections 347.010 to 347.187 and is notice for all purposes of all other facts required to be set
forth therein.
4. A limited liability company may not transact business or incur indebtedness, except that
which is incidental to its organization or to obtaining subscriptions for or payment of contributions,
until the articles of organization have been filed with the secretary or until the formation date
specified in the articles of organization. Persons engaged in prefiling activities other than those
described in the preceding sentence shall be jointly and severally liable except as provided in this
section for any debts or liabilities incurred in the course of those activities. This section shall not be
interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred
solely on behalf of a limited liability company to be formed, nor shall it be interpreted to impose
personal liability on the persons incurring such debts, contracts or liabilities solely on behalf of the
limited liability company to the extent so disclosed or to the extent such debts, contracts or
liabilities provide otherwise.
(L. 1993 S.B. 66 & 20 § 359.716, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655)
5-20-97 (S.B. 170)

347.039
Articles, contents.

1. The articles of organization shall set forth:

(1) The name of the limited liability company;
(2) The purpose or purposes for which the limited liability company is organized, which may
be stated to be, or to include, the transaction of any or all lawful business for which a limited
liability company may be organized under sections 347.010 to 347.187;
(3) The address, including street and number, if any, of the registered office and the name of
the registered agent at such office;
(4) A statement as to whether management of the limited liability company is vested in
managers or in members;
(5) The events by which the limited liability company is to dissolve or the number of years the
limited liability company is to exist, which may be any number or perpetual; and

25
 (6) The name and physical business or residence address of each organizer.
2. The information provided by the limited liability company under subdivisions (1) through
(6) of subsection 1 of this section shall also be provided for each separate series of the limited
liability company authorized to operate under section 347.186.
3. The articles of organization may set forth any other provision, not inconsistent with law or
sections 347.010 to 347.187, which are in the operating agreement of the limited liability company.
(L. 1993 S.B. 66 & 20 § 359.718, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 1998 S.B.
844, A.L. 2004 H.B. 1664, A.L. 2013 H.B. 510)

351.055
Articles of incorporation, required contents--optional contents.

1. The articles of incorporation shall set forth:

(1) The name of the corporation;
(2) The address, including street and number, if any, of its initial registered office in this state,
and the name of its initial registered agent at such address;
(3) If the aggregate number of shares which the corporation shall have the authority to issue
exceeds thirty thousand shares or the par value exceeds thirty thousand dollars the corporation shall
indicate the number of shares of each class, if any, that are to have a par value and the par value of
each share of each such class, and the number of shares of each class, if any, that are to be without
par value and also a statement of the preferences, qualifications, limitations, restrictions, and the
special or relative rights including convertible rights, if any, in respect of the shares of each class;
(4) The name and physical business or residence address of each incorporator;
(5) The number of years the corporation is to continue, which may be any number or
perpetual;
(6) The purposes for which the corporation is formed.
2. The articles of incorporation may set forth:
(1) The number of directors to constitute the board of directors;
(2) The extent if any to which the preemptive right of a shareholder to acquire additional
shares is limited or denied;
(3) If the incorporators, the directors pursuant to subsection 1 of section 351.090 or the
shareholders pursuant to subsection 2 of section 351.090 choose to do so, a provision eliminating or
limiting the personal liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate
or limit the liability of a director (a) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) for acts or omissions not in subjective good faith or which
involve intentional misconduct or a knowing violation of law, (c) pursuant to section 351.345 or (d)
for any transaction from which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. On motion to dismiss, a person challenging the
applicability of such a provision shall plead facts challenging such applicability with particularity,
and there shall be no discovery until such motion to dismiss has been determined. All references in
this subdivision to a director shall also be deemed to refer (e) to a member of the governing body of
a corporation which is not authorized to issue capital stock and (f) to such other person or persons,
if any, who, pursuant to a provision of the articles of incorporation in accordance with this chapter,

26
exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of
directors by this chapter;
(4) Any other provisions, not inconsistent with law, which the incorporators, the directors
pursuant to subsection 1 of section 351.090 or the shareholders pursuant to subsection 2 of
section 351.090 may choose to insert.
(RSMo 1939 § 5538, A.L. 1943 p. 410 § 50, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975
S.B. 14, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1664)
Prior revisions: 1929 § 4933; 1919 § 10144; 1909 § 3339

351.075
Certificate of incorporation is evidence of corporate existence.

The corporate existence of a corporation shall date from the time of filing its articles of
incorporation by the secretary of state. The certificate given by the secretary of state shall be taken
by all courts of this state as evidence of the corporate existence of such corporation.
(L. 1943 p. 410 § 52, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

358.060
Partnership defined.

1. A "partnership" is an association of two or more persons to carry on as co-owners a business

for profit and includes, for all purposes of the laws of this state, a registered limited liability
partnership.
2. But any association formed under any other statute of this state, or any statute adopted by
authority, other than the authority of this state or pursuant to an agreement governed by the laws of
another state, is not a partnership under this chapter, unless such association would have been a
partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited
partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
(L. 1949 p. 506 § 6, A.L. 1995 H.B. 558)

358.450

Registered limited liability partnership, L.L.P. or LLP to be used as last words or letters in
partnership name.

1. The name of a partnership registered pursuant to section 358.440 and the name of a foreign

registered limited liability partnership doing business in this state shall contain the words
"Registered Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words
or letters of its name.
2. The name of a registered limited liability partnership or foreign registered limited liability
partnership shall be such as to distinguish it upon the records in the office of the secretary of state
from the name of any corporation, limited partnership, limited liability company, business trust,
registered limited liability partnership or foreign registered limited liability partnership reserved,
registered, formed or organized under the laws of this state or qualified to do business or registered
as a foreign corporation, foreign limited partnership or foreign limited liability company in this
state; provided, however, that a registered limited liability partnership or foreign registered limited

27
liability partnership may register under any name which is not such as to distinguish it upon the
records in the office of the secretary of state from the name of any domestic or foreign corporation,
limited partnership, limited liability company, business trust or registered limited liability
partnership or foreign registered limited liability partnership reserved, registered, formed or
organized under the laws of this state with the written consent of the other corporation, limited
partnership, limited liability company, business trust or registered limited liability partnership or
foreign registered limited liability partnership, which written consent shall be filed with the
secretary of state.
(L. 1995 H.B. 558)

359.021
Name of limited partnership regulated.

The name of each limited partnership as set forth in its certificate of limited partnership:
(1) Shall contain the words "limited partnership" or the abbreviation "LP" or "L.P.";
(2) May not contain the name of a limited partner unless:
(a) It is also the name of a general partner or the corporate name of a corporate general partner;
or
(b) The business of the limited partnership has been carried on under that name before the
admission of that limited partner;
(3) Shall be distinguishable from the name of any domestic corporation, limited partnership,
limited liability partnership, or limited liability limited partnership, or limited liability company
existing under the law of this state or any foreign corporation, foreign limited partnership, foreign
limited liability partnership, or foreign limited liability limited partnership, or foreign limited
liability company authorized to transact business in this state, or a name the exclusive right to which
is, at the time, reserved in the manner provided in this chapter or any other business entity
organized, reserved, or registered under the laws of this state. If the name is the same, a word must
be added to make such name distinguishable from the name of such other corporation, limited
liability company, limited liability partnership, or limited liability limited partnership, or limited
partnership;
(4) May not contain the following words: "corporation", "incorporated", or an abbreviation of
one of such words;
(5) May not contain any word or phrase which indicates or implies that it is a governmental
agency.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20, A.L. 1998 H.B.
1228 merged with S.B. 680 merged with S.B. 844, A.L. 2004 H.B. 1664)

359.061
Nature of business.

A limited partnership may be organized pursuant to this chapter to conduct or promote any
lawful business or purpose within this state or any other jurisdiction.
(L. 1985 H.B. 512 & 650, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)

28
347.020
Name of company regulated.

The name of each limited liability company as set forth in its articles of organization:
(1) Shall contain the words "limited company" or "limited liability company" or the
abbreviation "LC", "LLC", "L.C." or "L.L.C." and shall be the name under which the limited
liability company transacts business in this state unless the limited liability company registers
another name under which it transacts business as provided under chapter 417 or conspicuously
discloses its name as set forth in its articles of organization;
(2) May not contain the word "corporation", "incorporated", "limited partnership", "limited
liability partnership", "limited liability limited partnership", or "Ltd." or any abbreviation of one of
such words or any word or phrase which indicates or implies that it is organized for any purpose not
stated in its articles of organization or that it is a governmental agency; and
(3) Must be distinguishable upon the records of the secretary from the name of any
corporation, limited liability company, limited partnership, limited liability partnership, or limited
liability limited partnership which is licensed, organized, reserved, or registered under the laws of
this state as a domestic or foreign entity, unless:
(a) Such other holder of a reserved or registered name consents to such use in writing and files
appropriate documentation to the secretary to change its name to a name that is distinguishable
upon the records of the secretary from the name of the applying limited liability company; or
(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior
right of the applicant to the use of such name in this state is filed with the secretary.
(L. 1993 S.B. 66 & 20 § 359.704, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B.
1664)

347.035
Organization authorized, purpose.

A limited liability company may be organized under sections 347.010 to 347.187 and may

conduct or promote any lawful businesses or purposes within this state or any other jurisdiction.
(L. 1993 S.B. 66 & 20 § 359.710) Effective 12-1-93

351.020
What corporations may organize under this law.

Corporations for profit, except those which are required to be organized exclusively under
other provisions of law, may be organized under this chapter for any lawful purposes.
(L. 1943 p. 410 § 3, A.L. 1975 S.B. 14)

29
351.110
Name of corporation regulated.

The corporate name:

(1) Shall contain the word "corporation", "company", "incorporated", or "limited", or shall end
with an abbreviation of one of said words;
(2) Shall not contain any word or phrase which indicates or implies that it is any governmental
agency or organized for any purpose other than a purpose for which corporations may be organized
under this chapter;
(3) Shall be distinguishable from the name of any domestic corporation existing under any law
of this state or any foreign corporation authorized to transact business in this state, or any limited
partnership, limited liability partnership, limited liability limited partnership, or limited liability
company existing or transacting business in this state under chapter 347, chapter 358, or chapter
359, or a name the exclusive right to which is, at the time, reserved in the manner provided in this
chapter, chapter 347, chapter 358, or chapter 359, or any other business entity organized, reserved,
or registered under the law of this state. If the name is the same, a word shall be added to make such
name distinguishable from the name of such other corporation, limited liability company, limited
liability partnership, or limited liability limited partnership, or limited partnership.
(L. 1943 p. 410 § 7, A.L. 1965 p. 532, A.L. 1985 H.B. 512 & 650, A.L. 1993 S.B. 66 & 20,
A.L. 2004 H.B. 1664)

358.160
Partner by estoppel.

1. When a person, by words spoken or written or by conduct, represents himself, or consents to

another representing him to anyone, as a partner in an existing partnership or with one or more
persons not actual partners, he is liable to any such person to whom such representation has been
made, who has, on the faith of such representation, given credit to the actual or apparent
partnership, and if he has made such representation or consented to its being made in a public
manner he is liable to such person, whether the representation has or has not been made or
communicated to such person so giving credit by or with the knowledge of the apparent partner
making the representation or consenting to its being made.
(1) When a partnership liability results, he is liable as though he were an actual member of the
partnership;
(2) When no partnership liability results, he is liable jointly with the other persons, if any, so
consenting to the contract or representation as to incur liability, otherwise separately.
2. When a person has been thus represented to be a partner in an existing partnership, or with
one or more persons not actual partners, he is an agent of the persons consenting to such
representation to bind them to the same extent and in the same manner as though he were a partner
in fact, with respect to persons who rely upon the representation. Where all the members of the
existing partnership consent to the representation, a partnership act or obligation results; but in all
other cases it is the joint act or obligation of the person acting and the persons consenting to the
representation.
(L. 1949 p. 506 § 16)

30
347.037

Formation, articles of organization--when effective--filing, effect--company may not incur debt

before filing--actions before filing, effect.

1. Any person, whether or not a member or manager, may form a limited liability company by
signing and filing articles of organization for such limited liability company with the secretary.
2. A limited liability company is formed when the articles of organization are filed with the
secretary or on a later date set forth in the articles of organization, not to exceed ninety days from
the filing date. If the articles of organization, as delivered to the secretary, do not substantially
conform to the filing provisions of sections 347.010 to 347.187, the secretary shall return the
articles of organization to the person so filing the articles of organization with a statement setting
forth the nonconformity.
3. Each copy of the articles of organization stamped "filed" and marked with the filing date is
conclusive evidence that all conditions precedent required to be performed by the organizers have
been complied with and that the limited liability company has been legally organized and formed
under sections 347.010 to 347.187 and is notice for all purposes of all other facts required to be set
forth therein.
4. A limited liability company may not transact business or incur indebtedness, except that
which is incidental to its organization or to obtaining subscriptions for or payment of contributions,
until the articles of organization have been filed with the secretary or until the formation date
specified in the articles of organization. Persons engaged in prefiling activities other than those
described in the preceding sentence shall be jointly and severally liable except as provided in this
section for any debts or liabilities incurred in the course of those activities. This section shall not be
interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred
solely on behalf of a limited liability company to be formed, nor shall it be interpreted to impose
personal liability on the persons incurring such debts, contracts or liabilities solely on behalf of the
limited liability company to the extent so disclosed or to the extent such debts, contracts or
liabilities provide otherwise.
(L. 1993 S.B. 66 & 20 § 359.716, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655)
5-20-97 (S.B. 170)

351.053
Liability for pre-incorporation transactions.

All persons purporting to act as or on behalf of a corporation, knowing there was no

incorporation under this chapter, are jointly and severally liable for all liabilities created while so
acting.
(L. 1990 H.B. 1432)

31
Liability of Owners

32
358.130
Partnership bound by partner's wrongful act.

Where, by any wrongful act or omission of any partner acting in the ordinary course of the
business of the partnership or with the authority of his copartners, loss or injury is caused to any
person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable
therefor to the same extent as the partner so acting or omitting to act.
(L. 1949 p. 506 § 13)

358.140
Partnership bound by partner's breach of trust.

The partnership is bound to make good the loss

(1) Where one partner acting within the scope of his apparent authority receives money or
property of a third person and misapplies it; and
(2) Where the partnership in the course of its business receives money or property of a third
person and the money or property so received is misapplied by any partner while it is in the custody
of the partnership.
(L. 1949 p. 506 § 14)

358.150
Nature of partner's liability.

1. Except as provided in subsection 2 of this section, all partners are liable jointly and severally
for everything chargeable to the partnership pursuant to sections 358.130 and 358.140, and for all
other debts and obligations of the partnership. Any partner may enter into a separate obligation to
perform a partnership contract.
2. Subject to subsection 3 of this section, no partner in a registered limited liability partnership
shall be liable or accountable, directly or indirectly, including by way of indemnification,
contribution, assessment or otherwise, for any debts, obligations and liabilities of, or chargeable to,
the partnership or each other, whether in tort, contract or otherwise, which are incurred, created or
assumed by such partnership while the partnership is a registered limited liability partnership.
3. Subsection 2 of this section shall not affect the liability of a partner in a registered limited
liability partnership for the partner's own negligence, wrongful acts, omissions, misconduct or
malpractice or the partner's liability for any taxes or fees administered by the department of revenue
pursuant to chapter 143, 144 or 301, and any liabilities owed as determined by the division of
employment security, pursuant to chapter 288, and any local taxes provided for in section 32.087.
4. A partner is not a proper party to a proceeding by or against a registered limited liability
partnership, the object of which is to recover damages or enforce obligations arising out of acts,
omissions, malpractice or misconduct of the type described in subsection 2 of this section, unless
the partner is personally liable pursuant to subsection 1 or 3 of this section.
5. A registered limited liability partnership may sue and be sued in its own name.
6. Venue of claims against registered limited liability partnerships shall be controlled pursuant
to section 508.010 and, for purposes of venue, a registered limited liability partnership shall be
deemed to be a citizen and resident of the county in which it has any office or agent for the

33
transaction of its usual and customary business activities or in which its registered office or
registered agent is located.
7. Service of process upon a registered limited liability partnership may be had by delivering a
copy of the summons and petition to the partnership's registered agent, a partner, managing or
general agent or by leaving the copies at any business office of the registered limited liability
partnership with the person having charge thereof.
(L. 1949 p. 506 § 15, A.L. 1961 p. 259, A.L. 1995 H.B. 558, A.L. 1996 H.B. 1368, A.L. 1997
H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)

358.170
Liability of incoming partner.

A person admitted as a partner into an existing partnership is liable for all the obligations of
the partnership arising before his admission as though he had been a partner when such obligations
were incurred, except that this liability shall be satisfied only out of partnership property.
(L. 1949 p. 506 § 17)

359.251
Rights and liabilities of a general partner.

1. Except as provided in this chapter or in the partnership agreement, a general partner of a

limited partnership has the rights and powers and is subject to the restrictions of a partner in a
partnership without limited partners.
2. Except as provided in this chapter, a general partner of a limited partnership has the
liabilities of a partner in a partnership without limited partners to persons other than the partnership
and the other partners. Except as provided in this chapter or in the partnership agreement, a general
partner of a limited partnership has the liabilities of a partner in a partnership without limited
partners to the partnership and to the other partners.
(L. 1985 H.B. 512 & 650) Effective 1-1-87

359.201
Liability of limited partners to third parties.

A limited partner is not liable for the obligations of a limited partnership by reason of being a
limited partner and does not become so by participating in the management or control of the
business.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

34
359.172

Registered limited liability limited partnership, requirements, failure to file timely amendment to
certificate, penalty.

1. To become and to continue as a registered limited liability limited partnership, a limited

partnership shall, in addition to complying with the requirements of this chapter:
(1) File an application or a renewal application, as the case may be, as provided in
section 358.440, as permitted by the limited partnership's partnership agreement or, if the limited
partnership's partnership agreement does not provide for the limited partnership's becoming a
registered limited liability limited partnership, with the approval by all general partners and the
limited partners, or, if there is more than one class or group of limited partners, then by each class
or group of limited partners, in either case, by limited partners who own more than fifty percent of
the then current percentage or other interest in the profits of the limited partnership owned by all of
the limited partners in each class or group, as appropriate;
(2) Comply with sections 358.440 to 358.501; and
(3) Have as the last words or letters of its name the words "Registered Limited Liability
Limited Partnership", or the abbreviation "L.L.L.P.", or the designation "LLLP".
2. In applying sections 358.440 to 358.501 to a limited partnership:
(1) An application to become a registered limited liability limited partnership, a renewal
application to continue as a registered limited liability limited partnership, a certificate of
amendment of an application or a renewal application, or a withdrawal notice of an application or a
renewal application shall be executed by at least one general partner of the limited partnership; and
(2) All references to partners mean general partners only.
3. If a limited partnership is a registered limited liability limited partnership, its partners who
are liable for the debts, liabilities and other obligations of the limited partnership shall have the
limitation on liability afforded to partners of registered limited liability partnerships pursuant to
chapter 358.
4. The filing of an application to become a registered limited liability limited partnership shall
constitute the filing of an amendment to the limited partnership's certificate of limited partnership
for the purposes of causing the name of the limited partnership to comply with the provisions of
subdivision (3) of subsection 1 of this section. In the event a limited partnership ceases to be
registered in this state as limited liability limited partnership for any reason, the limited partnership
shall, within ninety days thereafter, file an amendment to its certificate of limited partnership
correcting the designation set forth in subdivision (3) of subsection 1 of this section. In the event the
limited partnership fails to timely file an amendment to its certificate of limited partnership as
required pursuant to this subsection, the general partners in office at such time may be individually
subject to a civil penalty in the amount of ten dollars per month for each month the amendment has
not been timely filed, but not to exceed ten thousand dollars, such penalty to be assessed and
collected by the secretary, and prosecuted criminally pursuant to section 359.691with any resulting
conviction being a class B misdemeanor and the secretary shall be authorized to file a notice to
change the name of the limited partnership to remove the designation required pursuant to
subsection 1 of this section.
(L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)

35
347.057.
Limitation of liability of member or manager.

A person who is a member, manager, or both, of a limited liability company is not liable,
solely by reason of being a member or manager, or both, under a judgment, decree or order of a
court, or in any other manner, for a debt, obligation or liability of the limited liability company,
whether arising in contract, tort or otherwise or for the acts or omissions of any other member,
manager, agent or employee of the limited liability company.
(L. 1993 S.B. 66 & 20 § 359.734) Effective 12-1-93

351.275
Limitation of shareholder's obligation to corporation or its creditors.

1. A holder of or subscriber to shares of a corporation shall be under no obligation to the

corporation or its creditors with respect to such shares other than the obligation to pay to the
corporation the full consideration for which said shares were issued or to be issued. Any person
becoming an assignee or transferee of shares or of a subscription for shares in good faith and
without knowledge or notice that the full consideration therefor has not been paid shall not be
personally liable to the corporation or its creditors for any unpaid portion of such consideration.
2. No person holding shares as executor, administrator, conservator, guardian, trustee, assignee
for the benefit of creditors, or receiver shall be personally liable as a shareholder, but the estate and
funds in the hands of said executor, administrator, conservator, guardian, trustee, assignee, or
receiver shall be so liable. No pledgee or other holder of shares as collateral security shall be
personally liable as a shareholder.
(RSMo 1939 § 5350, A.L. 1943 p. 410 § 24)
Prior revisions: 1929 § 4945; 1919 § 10156; 1909 § 3351

351.280
When execution may be levied against shareholders.

If any execution shall have been issued against any corporation, and there cannot be found any
property or effects whereon to levy the same, then such execution may be issued against any of the
shareholders to the extent of the amount of the unpaid balance of such shares by him or her owned;
provided, always, that no execution shall issue against any shareholder except upon an order of the
court in which the action, suit or other proceedings shall have been brought or instituted, made upon
motion in open court, after sufficient notice, in writing, to the person sought to be charged; and,
upon such motion, such court may order execution to issue accordingly; and provided further, that
no shareholder shall be individually liable in any amount over and above the amount of shares
owned.
(RSMo 1939 § 5048, A.L. 1943 p. 410 § 15)
Prior revisions: 1929 § 4572; 1919 § 9764; 1909 § 3004

36
Contributions for Ownership
Interests,
Profits & Losses
&
Distributions Sharing

37
358.060
Partnership defined.

1. A "partnership" is an association of two or more persons to carry on as co-owners a business

for profit and includes, for all purposes of the laws of this state, a registered limited liability
partnership.
2. But any association formed under any other statute of this state, or any statute adopted by
authority, other than the authority of this state or pursuant to an agreement governed by the laws of
another state, is not a partnership under this chapter, unless such association would have been a
partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited
partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
(L. 1949 p. 506 § 6, A.L. 1995 H.B. 558)

359.011
Definitions.

As used in this chapter, the following terms mean:

(1) "Certificate of limited partnership", the certificate referred to in section 359.091, and the
certificate as amended or restated;
(2) "Contribution", any cash, property, services rendered, or a promissory note or other binding
obligation to contribute cash or property or to perform services, which a partner contributes to a
limited partnership in his capacity as a partner;
(3) "Event of withdrawal of a general partner", an event that causes a person to cease to be a
general partner as provided in section 359.241;
(4) "Foreign limited partnership", a partnership formed under the laws of any country or of any
state other than this state and having as partners one or more general partners and one or more
limited partners;
(5) "General partner", a person who has been admitted to a limited partnership as a general
partner in accordance with the partnership agreement and named in the certificate of limited
partnership as a general partner;
(6) "Limited partner", a person who has been admitted to a limited partnership as a limited
partner in accordance with the partnership agreement;
(7) "Limited partnership" and "domestic limited partnership", a partnership formed by two or
more persons under the laws of this state and having one or more general partners and one or more
limited partners;
(8) "Partner", a limited or general partner;
(9) "Partnership agreement", any valid agreement, written or oral, of the partners as to the
affairs of a limited partnership and the conduct of its business;
(10) "Partnership interest", a partner's share of the profits and losses of a limited partnership
and the right to receive distributions of partnership assets;
(11) "Person", a natural person, partnership, limited partnership (domestic or foreign),
domestic or foreign limited liability company, trust, estate, association, or corporation;
(12) "Registered limited liability limited partnership", a limited partnership complying with
section 359.172;
(13) "State", a state, territory, or possession of the United States, the District of Columbia, or
the Commonwealth of Puerto Rico.

38
 (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20, A.L. 1997 H.B. 655
merged with S.B. 170) Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

359.291
Liability for contribution.

1. No promise by a limited partner to contribute to the limited partnership is enforceable unless

set out in writing signed by the limited partner.
2. Except as provided in the partnership agreement, a partner is obligated to the limited
partnership to perform any enforceable promise to contribute cash or property or to perform
services, even if he is unable to perform because of death, disability or any other reason. If a partner
does not make the required contribution of property or services, he is obligated at the option of the
limited partnership to contribute cash equal to that portion of the value (as stated in the partnership
records required to be kept pursuant to section 359.051) of the stated contribution that has not been
made.
3. Unless otherwise provided in the partnership agreement, the obligation of a partner to make
a contribution or return money or other property paid or distributed in violation of this chapter may
be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of
a limited partnership who extends credit, or otherwise acts in reliance on that obligation after the
partner signs a writing which reflects the obligation, and before the amendment or cancellation
thereof to reflect the compromise, may enforce the original obligation.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

347.015
Definitions.

As used in sections 347.010 to 347.187, the following terms mean:

(1) "Articles of organization", the articles referred to in section 347.039, filed with the
secretary for the purpose of forming a limited liability company, as the same may be amended or
restated from time to time as provided in sections 347.010 to 347.187;
(2) "Authorized person", manager, or member, if management of the limited liability company
is vested in the members;
(3) "Bankruptcy", the entry of an order for relief by the court in a proceeding under the United
States Bankruptcy Code, Title 11, U.S.C., as amended, or its equivalent under a state insolvency act
or a similar law of other jurisdictions;
(4) "Business" includes every trade, occupation or profession;
(5) "Contribution", cash, other property, the use of property, services rendered, a promissory
note or other binding obligation to contribute cash or property or perform services or any other
valuable consideration transferred by a person to the limited liability company as a prerequisite for
membership in the limited liability company and any subsequent transfer to the limited liability
company by a person in his capacity as a member;
(6) "Court" includes every court and judge having jurisdiction in the case;
(7) "Domestic limited liability company" or "limited liability company", a limited liability
company organized and existing under sections 347.010 to 347.187;
(8) "Event of withdrawal", an event that causes a person to cease to be a member as provided
in section 347.123;

39
 (9) "Foreign limited liability company", a limited liability company formed under the laws of
any jurisdiction other than the state of Missouri;
(10) "Manager", with respect to a limited liability company whose articles of organization state
that management of the limited liability company is vested in one or more managers, the person or
persons designated, appointed or elected as such in the manner provided in subsection 2 of section
347.079;
(11) "Member", any person that signs in person or by an attorney in fact, or otherwise is a
party to the operating agreement at the time the limited liability company is formed and is identified
as a member in that operating agreement and any person who is subsequently admitted as a member
in a limited liability company in accordance with sections 347.010 to 347.187 and the operating
agreement, until such time as an event of withdrawal occurs with respect to such person;
(12) "Member's interest", a member's share of the profits and losses of a limited liability
company and the right to receive distributions of limited liability company assets;
(13) "Operating agreement", any valid agreement or agreements, written or oral, among all
members, or written declaration by the sole member concerning the conduct of the business and
affairs of the limited liability company and the relative rights, duties and obligations of the
members and managers, if any;
(14) "Organizer", any of the signers of the articles of organization;
(15) "Person" includes individuals, partnerships, domestic or foreign limited partnerships,
domestic or foreign limited liability companies, domestic or foreign corporations, trusts, business
trusts, employee stock ownership trusts, real estate investment trusts, estates, associations, and other
business or not-for-profit entities;
(16) "Real property" includes land, any interest, leasehold or estate in land and any
improvements thereon;
(17) "Secretary", the secretary of state for the state of Missouri and its delegates responsible
for the administration of sections 347.010 to 347.187;
(18) "Surviving entity", the surviving or resulting person pursuant to a merger or consolidation
in which one or more domestic limited liability companies are parties.
(L. 1993 S.B. 66 & 20 § 359.702, A.L. 1996 H.B. 1368, A.L. 1997 H.B. 655 merged with S.B.
170)
Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

347.097
Interest may issue upon consideration.

An interest in a limited liability company may be issued for the consideration of a contribution
or an enforceable promise to make a contribution in the future, or both.
(L. 1993 S.B. 66 & 20 § 359.754) Effective 12-1-93

40
347.099

Promises for contribution to be in writing--performance of promise, remedy--cause of action.

1. No promise by a member to make a contribution to the limited liability company is

enforceable unless set out in a writing signed by the member.
2. Except as provided in the operating agreement, a member or, in the case of a deceased
member, that member's personal representative, is obligated to the limited liability company to
perform any promise to make a contribution, including a promise to render services, even if the
member is unable to perform because of death, disability or any other reason. If a member does not
make the required contribution, the member is obligated, at the option of the limited liability
company, to contribute cash equal to the value, as stated in the operating agreement or the records
required to be kept pursuant to section 347.091, of that portion of the promised contribution that has
not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights,
including the right to specific performance, that the limited liability company or other members
may have against such member under the operating agreement or applicable law.
3. A member's obligation to make a contribution shall not be enforceable by a third-party
creditor of the limited liability company or any other member unless the member so obligated to
make such contribution has specifically agreed or consented to such enforcement or the limited
liability company has assigned such member's obligation to the creditor or creditors seeking to
enforce the obligation.
4. Upon the failure of a member to make a promised contribution when due, the limited
liability company may enforce such member's obligation by appropriate legal action for damages
for breach of contract or for specific performance, and the limited liability company and other
members may exercise and enforce such additional rights and remedies as may be provided under
the operating agreement in the event of any such failure, subject to the applicable law regarding the
enforcement of contracts.
(L. 1993 S.B. 66 & 20 § 359.755) Effective 12-1-93

 351.160

Shares or bonds shall be for money paid, labor or property actually received — bonded
indebtedness, how incurred.

1.  No corporation shall issue shares, or bonds or other obligations for the payment of money,
except for money paid, labor done or property actually received; and all fictitious issues or
increases of shares or indebtedness shall be void; provided, that no such issue or increase made for
valid bona fide antecedent debts shall be deemed fictitious or void.
  2.  Bonded indebtedness of a corporation shall be incurred or increased only upon prior approval
by the board of directors.  Unless the articles of incorporation otherwise provide, no vote or consent
of shareholders shall be necessary to authorize or approve the incurrence of or an increase in
bonded indebtedness.
(L. 1943 p. 410 § 17, A.L. 1945 p. 696, A.L. 1961 p. 248)

41
351.165

Note or obligation not to be considered payment for original issue shares--corporation shall not
lend money to shareholder for purchase of shares--liability.

No note or obligation given by any shareholder, whether secured by deed of trust, mortgage or
otherwise, shall be considered as payment of any part of any original issue share or shares, and no
loan of money for the purpose of such payment shall be made by the corporation to any shareholder
therein; and if such loan shall be made to a shareholder, the officers making it, or who shall assent
thereto, shall be jointly and severally liable to the corporation for the repayment of such loan and
interest.
(RSMo 1939 § 5349, A.L. 1943 p. 410 § 18, A.L. 1979 S.B. 216, A.L. 1998 S.B. 680)
Prior revisions: 1929 § 4944; 1919 § 10155; 1909 § 3350

351.185
Consideration for shares--exchange or conversion of shares.

1. Shares having a par value shall be issued for such consideration not less than the par value
thereof as shall be fixed from time to time by the board of directors. Shares without par value may
be issued for such consideration as may be fixed from time to time by the board of directors unless
the articles of incorporation reserve to the shareholders the right to fix the consideration. Shares of a
corporation issued and thereafter acquired by it may be disposed of by the corporation for such
consideration as may be fixed from time to time by the directors. That part of the surplus of a
corporation which is transferred to stated capital upon the issuance of a share dividend shall be
deemed to be the consideration for the issuance of such shares.
2. In the event of the conversion or exchange of any issued shares, with or without par value,
into or for other shares of the corporation, whether of the same or of a different class or classes and
whether with or without par value, the consideration for the shares so issued in such conversion or
exchange is deemed to be:
(1) The consideration originally received for the shares so converted or exchanged, and
(2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the
shares so converted or exchanged, and
(3) Any additional consideration paid to the corporation upon the issuance of shares for the
shares so exchanged or converted.
All shares reacquired by a corporation as the result of their conversion into or exchange for
other shares of the corporation shall be deemed to be retired and shall automatically become
authorized and unissued shares of the class to which they belong, unless the reissue thereof is
prohibited by the articles of incorporation, in which case the authorized shares of such class shall be
reduced to the extent of the shares so retired. The amount of stated capital theretofore represented
by the reacquired shares shall automatically be transferred to the other shares into or for which they
were converted or exchanged, to the extent of the aggregate stated capital represented by the other
shares. If upon any conversion or exchange the amount of stated capital theretofore represented by
the reacquired shares exceeds the total aggregate stated capital represented by the other shares, the
corporation may at any time reduce its stated capital by an amount equal to any part or all of the
excess by following the procedures for reduction of stated capital set forth elsewhere in this chapter.

42
 3. When payment of the consideration for which shares are to be issued shall have been
received by the corporation, the shares are full-paid and nonassessable. In the absence of actual
fraud in the transaction, the judgment of the board of directors or the shareholders, as the case may
be, as to the value of the consideration received for shares shall be conclusive.
(L. 1943 p. 410 § 19, A.L. 1961 p. 248, A.L. 1977 S.B. 115)

351.190
A corporation may determine that only a part of the consideration for which shares may be issued
shall be stated capital, when.

1. A corporation may determine that only a part of the consideration for which its shares may
be issued, from time to time, shall be stated capital; provided, that in the event of any such
determination:
(1) If the shares issued shall consist wholly of shares having a par value, then the stated capital
represented by such shares shall be the aggregate par value of the shares so issued;
(2) If the shares issued shall consist wholly of shares without par value, all of which have a
preferential right in the assets of the corporation in the event of its involuntary liquidation, then the
stated capital represented by such shares shall not be less than the aggregate preferential amount
payable upon such shares in the event of involuntary liquidation;
(3) If the shares issued consist wholly of shares without par value, and none of such shares has
a preferential right in the assets of the corporation in the event of its involuntary liquidation, then
the stated capital represented by such shares shall be the total consideration received therefor less
such part thereof as may be allocated to paid-in surplus;
(4) If the shares issued shall consist of several or all of the classes of shares enumerated in
subdivisions (1), (2) and (3) of this subsection, then the stated capital represented by such shares
shall not be less than the aggregate par value of any shares so issued having a par value and the
aggregate preferential amount payable upon any shares so issued without par value having a
preferential right in the event of involuntary liquidation.
2. In order to determine that only a part of the consideration for which shares without par value
may be issued from time to time shall be stated capital, the board of directors shall adopt a
resolution setting forth the part of such consideration allocated to stated capital and the part
otherwise allocated, and expressing such allocation in dollars. If the board of directors shall not
have determined at the time of the issuance of any shares issued for cash, or within sixty days after
the issuance of any shares issued for labor or services actually performed for the corporation or
issued for property other than cash, that only a part of the consideration for shares so issued shall be
stated capital, then the stated capital of the corporation represented by such shares shall be an
amount equal to the aggregate par value of all such shares having a par value, plus the consideration
received from all such shares without par value.
3. The stated capital of the corporation may be increased from time to time by resolution of the
board of directors directing that all or a part of the surplus of the corporation be transferred to stated
capital. The board of directors may direct that the amount of the surplus so transferred shall be
deemed to be stated capital in respect of any designated class of shares.
(L. 1943 p. 410 § 20)

43
351.195
Reduction of stated capital, how made.

1. The reduction of the stated capital of a corporation, whether by retirement of reacquired

shares or otherwise, may be made in the following manner, but nothing contained in this section
shall be construed to forbid the retirement of shares or the reduction of stated capital in any other
manner permitted by this chapter:
(1) The board of directors may adopt a resolution setting forth the amount of the proposed
reduction and the manner in which the reduction shall be effected, and directing that the question of
the reduction be submitted to a vote at a meeting of the shareholders, which may be either an annual
or a special meeting, except that such proposed reduction need not be adopted by the board of
directors and may be directly submitted to any annual or special meeting of shareholders;
(2) Written or printed notice, stating that the purpose or one of the purposes of such meeting is
to consider the question of reducing the stated capital of the corporation, shall be given to each
shareholder of record entitled to vote at such meeting within the time and in the manner provided in
this chapter for the giving of notice of meetings of shareholders. If the meeting be an annual
meeting, the purpose may be included in the notice of the annual meeting;
(3) At the meeting a vote of the shareholders entitled to vote thereat shall be taken on the
question of the proposed reduction of stated capital, which shall require for its adoption the
affirmative vote of the holders of at least two-thirds of the outstanding shares entitled to vote at the
meeting.
2. No reduction of stated capital shall be made which would reduce the stated capital
represented by shares without par value having a preferential right in the assets of the corporation in
the event of involuntary liquidation to an amount less than the aggregate preferential amount
provided from time to time to be payable upon such shares in the event of such involuntary
liquidation.
3. The surplus, if any, created by or arising out of a reduction of the stated capital of a
corporation is paid-in surplus.
4. No distribution of assets to shareholders in connection with a reduction of stated capital
shall be made out of stated capital unless the assets of the corporation remaining after the reduction
of stated capital shall be sufficient to pay any debts of the corporation, the payment of which shall
not have been otherwise provided for.
5. All shares retired under this or any other section shall become authorized and unissued
shares of the class to which they belong, unless the reissue thereof is prohibited by the articles of
incorporation, in which case the authorized shares of such class should be reduced to the extent of
the shares so retired.
(L. 1943 p. 410 § 60, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B.
367, A.L. 2004 H.B. 1664)

351.295.
Stock certificate, form, contents, authorized signatures.

1. The shares of a corporation shall be represented by certificates, provided that the articles of
incorporation or bylaws, or a resolution or resolutions of the board of directors of the corporation,
may provide that some or all of any or all classes or series of its stock shall be uncertificated shares.

44
Any such provision of the articles of incorporation or bylaws or resolution of the board of directors
shall not apply to shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding such a provision of the articles of incorporation or bylaws, or the
adoption of such a resolution by the board of directors, every holder of stock represented by
certificates shall be entitled to have a certificate. Except as otherwise provided in the articles of
incorporation or bylaws, such certificate shall be signed by the president or a vice president and by
the secretary or an assistant secretary or the treasurer or an assistant treasurer of such corporation
and sealed with the seal of the corporation. Any or all the signatures on the certificate may be a
facsimile and the seal may be facsimile, engraved or printed. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed on a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate
may nevertheless be issued by the corporation with the same effect as if the person were an officer,
transfer agent or registrar at the date of issue. Every holder of uncertificated shares is entitled to
receive a statement of holdings as evidence of share ownership.
2. Every certificate for shares without par value shall have plainly stated upon its face the
number of shares which it represents, and no certificate shall express any par value for such shares
or a rate of dividend to which such shares shall be entitled in terms of percentage of any par or other
value.
(RSMo 1939 §§ 5025, 5549, A.L. 1943 p. 410 § 22, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14,
A.L. 1987 H.B. 349, A.L. 2005 H.B. 678, A.L. 2006 H.B. 1715)
Prior revision: 1929 § 5106

351.305
Preemptive right of shareholder to acquire additional shares, limited, how.

The preemptive right of a shareholder to acquire additional shares of a corporation may be

limited or denied to the extent provided in the articles of incorporation.
(L. 1943 p. 410 § 25)

45
358.180
Rules determining rights and duties of partners.

The rights and duties of the partners in relation to the partnership shall be determined, subject
to any agreement between them, by the following rules:
(1) Each partner shall be repaid the partner's contributions, whether by way of capital or
advances to the partnership property and share equally in the profits and surplus remaining after all
liabilities, including those to partners, are satisfied; and except as provided in subsection 2 of
section 358.150, each partner must contribute toward the losses, whether of capital or otherwise,
sustained by the partnership according to the partner's share in the profits;
(2) The partnership must indemnify every partner in respect of payments made and personal
liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or
for the preservation of its business or property;
(3) A partner, who in aid of the partnership makes any payment or advance beyond the amount
of capital which the partner agreed to contribute, shall be paid interest from the date of the payment
or advance;
(4) A partner shall receive interest on the capital contributed by the partner only from the date
when repayment should be made;
(5) All partners have equal rights in the management and conduct of the partnership business;
(6) No partner is entitled to remuneration for acting in the partnership business, except that a
surviving partner is entitled to reasonable compensation for the partner's services in winding up the
partnership affairs;
(7) No person can become a member of a partnership without the consent of all the partners;
and
(8) Any difference arising as to ordinary matters connected with the partnership business may
be decided by a majority of the partners; but no act in contravention of any agreement between the
partners may be done rightfully without the consent of all the partners.
(L. 1949 p. 506 § 18, A.L. 1995 H.B. 558)

358.400
Rules for distribution.

In settling accounts between the partners after dissolution, the following rules shall be
observed, subject to any agreement to the contrary:
(1) The assets of the partnership are:
(a) The partnership property; and
(b) The contributions of the partners specified in subdivision (4) of this section.
(2) The liabilities of the partnership shall rank in order of payment, as follows:
(a) Those owing to creditors other than partners;
(b) Those owing to partners other than for capital and profits;
(c) Those owing to partners in respect of capital;
(d) Those owing to partners in respect of profits.
(3) The assets shall be applied in the order of their declaration in subdivision (1) of this section
to the satisfaction of the liabilities.
(4) Except as provided in subsection 2 of section 358.150:

46
 (a) The partners shall contribute as provided by subdivision (1) of section 358.180 the amount
necessary to satisfy the liabilities; and
(b) If any, but not all, of the partners are insolvent, or, not being subject to process, refuse to
contribute, the other partners shall contribute their share of the liabilities, and, in the relative
proportions in which they share the profits, the additional amount necessary to pay the liabilities.
(5) An assignee for the benefit of creditors or any person appointed by the court shall have the
right to enforce the contributions specified in subdivision (4) of this section.
(6) Any partner or the partner's legal representative shall have the right to enforce the
contributions specified in subdivision (4) of this section, to the extent of the amount which the
partner has paid in excess of the partner's share of the liability.
(7) The individual property of a deceased partner shall be liable for the contributions specified
in subdivision (4) of this section.
(8) When partnership property and the individual properties of the partners are in possession of
a court for distribution, partnership creditors shall have priority on partnership property and
separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
(9) Where a partner has become bankrupt or the partner's estate is insolvent the claims against
the partner's separate property shall rank in the following order:
(a) Those owing to separate creditors;
(b) Those owing to partnership creditors;
(c) Those owing to partners by way of contribution.
(L. 1949 p. 506 § 40, A.L. 1995 H.B. 558)

359.301
Sharing of profits and losses.

The profits and losses of a limited partnership shall be allocated among the partners, and
among classes of partners, in the manner provided in writing in the partnership agreement. If the
partnership agreement does not so provide in writing, profits and losses shall be allocated on the
basis of the value (as stated in the partnership records required to be kept pursuant to section
359.051) of the contributions made by each partner to the extent they have been received by the
partnership and have not been returned.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

359.311
Sharing of distributions.

Distributions of cash or other assets of a limited partnership shall be allocated among the
partners, and among classes of partners, in the manner provided in writing in the partnership
agreement. If the partnership agreement does not so provide in writing, distributions shall be made
on the basis of the value (as stated in the partnership records required to be kept pursuant to section
359.051) of the contributions made by each partner to the extent they have been received by the
partnership and have not been returned.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

47
359.671
Rules for cases not provided in this chapter.
In any case not provided for in this chapter, the provisions of the uniform partnership law govern.
(L.1985, H.B. Nos. 512 & 650, § 2, eff. Jan. 1, 1987.)

359.321
Interim distributions.

Except as provided in sections 359.321 to 359.391, a partner is entitled to receive distributions

from a limited partnership before his withdrawal from the limited partnership and before the
dissolution and winding up thereof to the extent and at the times or upon the happening of the
events specified in the partnership agreement. (L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

359.361
Distribution in kind.

Except as provided in writing in the partnership agreement, a partner, regardless of the nature
of his contribution, has no right to demand and receive any distribution from a limited partnership
in any form other than cash. Except as provided in writing in the partnership agreement, a partner
may not be compelled to accept a distribution of any asset in kind from a limited partnership to the
extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is
equal to the percentage in which he shares in distributions from the limited partnership.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

359.481
Distribution of assets upon winding up--priorities--disposal of unknown claims.

1. Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1) To creditors, including partners who are creditors, to the extent permitted by law, in
satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners
under section 359.321 or 359.351;
(2) Except as provided in the partnership agreement, to partners and former partners in
satisfaction of liabilities for distributions under section 359.321 or 359.351; and
(3) Except as provided in the partnership agreement, to partners first for the return of their
contributions and secondly respecting their partnership interests, in the proportions in which the
partners share in distributions.
2. A dissolved limited partnership may dispose of the unknown claims against it by filing a
notice of winding up in accordance with this subsection. The notice of winding up shall meet all of
the following requirements:
(1) Be published one time in a newspaper of general circulation in the county where the
corporation's principal office, or, if none in this state, its registered office, is or was last located;
(2) Be published one time in the Missouri Register;
(3) Be published one time in a publication of statewide circulation whose audience is primarily
persons engaged in the practice of law in this state and which is published not less than four times
per year;

48
 (4) Contain a request that persons with claims against the partnership present them in
accordance with the notice of winding up;
(5) Describe the information that must be included in a claim and provide a mailing address
where the claim may be sent; and
(6) State that a claim against the partnership will be barred unless a proceeding to enforce the
claim is commenced within three years after the publication of the notice.
(L. 1985 H.B. 512 & 650, A.L. 2000 S.B. 896)

347.101
Distributions required, when--manner.

1. Except as provided in section 347.109, a limited liability company shall make distributions of

cash or other property to its members before the dissolution and winding up of the limited liability
company at the times or upon the happening of the events specified in the operating agreement or, if
the operating agreement does not so specify, then at such times as may be approved by a majority of
the authorized persons.
2. Distributions of cash or other property to members by a limited liability company before the
dissolution and winding up of a limited liability company shall be shared among the members, and
among classes of members, in the manner and in the relative priorities provided in the operating
agreement. If the operating agreement does not so provide, distributions shall be shared among the
members in the following manner:
(1) First, distributions shall be shared among the members in proportion to the amount of cash
contributions and the value of other contributions, as stated in the operating agreement or the
records required to be kept pursuant to section 347.091, made by them, respectively, until each
member has been returned his contributions; and
(2) Second, distributions shall be shared by the members equally.
(L. 1993 S.B. 66 & 20 § 359.756)
Effective 12-1-93

347.105
Distribution, form of.

Except as otherwise provided in the operating agreement, a member, regardless of the nature
of his contribution, has no right to demand and receive any distribution from a limited liability
company in any form other than cash. Except as provided in the operating agreement, a member
may not be compelled to accept a distribution of any property other than cash from the limited
liability company unless the members receive undivided ownership interests therein that are in the
same proportions as they would have shared in a cash distribution equal to the value of such
property at the time of distribution.
(L. 1993 S.B. 66 & 20 § 359.762) Effective 12-1-93

347.111.
Allocation of profits or losses, manner.

The profits or losses of a limited liability company shall be allocated among the members, and
among classes of members, in the manner provided in the operating agreement. If the operating

49
agreement does not so provide, profits shall be allocated among the members in the amount and
manner of any losses previously allocated to the members to the extent not previously offset by
allocations of profit and then according to the manner in which they share in distributions which
exceed the repayment of their contributions, and losses shall be allocated among the members
according to the respective contributions which they have made and promised to make in the future.
(L. 1993 S.B. 66 & 20 § 359.766) Effective 12-1-93

347.139
Effect of dissolution--acts required, distribution of assets—members or trustees.

1. Upon the dissolution of a limited liability company, the limited liability company shall cease
to carry on its business, except insofar as may be necessary or appropriate for the winding up of its
business, but its separate existence shall continue until articles of termination have been filed with
the secretary or until a decree terminating the limited liability company has been entered by a court
of competent jurisdiction.
2. After its dissolution, the limited liability company shall do all other acts required to
liquidate its business and affairs; proceed to collect its assets; pay, satisfy, or discharge its liabilities
and obligations or make adequate provisions for the payment or discharge thereof; convey and
dispose of such of its properties which are not to be distributed in kind to its members; and its assets
shall be applied and distributed in the following order:
(1) If there are sufficient assets therefor, to creditors, including members who are creditors, to
the extent permitted by law, in satisfaction of liabilities of the limited liability company other than
liabilities for distributions to members under section 347.101 or 347.103. If there are insufficient
assets, such claims and obligations shall be paid or provided for according to their priority and,
among claims and obligations of equal priority, ratably to the extent of assets available therefor;
(2) Except as provided in the operating agreement, to members and former members in
satisfaction of liabilities for distributions under section 347.101 or 347.103; and
(3) Except as provided in the operating agreement, to the members in the manner provided in
section 347.101.
3. Upon the filing of the articles of termination as provided in section 347.045, the existence of
the limited liability company shall cease, except for the purpose of suits, other proceedings and
appropriate action as provided in sections 347.010 to 347.187. The authorized person or authorized
persons at the time of termination, or the survivors of them or, if none, the members at the time of
termination shall thereafter be trustees for the members and creditors of the terminated limited
liability company and* as such shall have authority to distribute or convey any of the limited
liability company's assets or its property discovered after termination, and to take such other action
as may be necessary on behalf of and in the name of such terminated limited liability company.
Except as provided in section 347.141, actions by or against the dissolved limited liability company
brought for the purpose of collecting or settling assets or liabilities or claims discovered after
termination may be brought or instituted in the name of the limited liability company.
(L. 1993 S.B. 66 & 20 § 359.787) Effective 12-1-93

50
359.381
Limitation on distribution.

A partner may not receive a distribution from a limited partnership to the extent that, after
giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to
partners on account of their partnership interests, exceed the fair value of the partnership assets.
(L. 1985 H.B. 512 & 650) Effective 1-1-87

359.391
Liability upon return of contribution--return received, when.

1. If a partner has received the return of any part of his contribution without violation of the
partnership agreement or this chapter, he is liable to the limited partnership for a period of one year
thereafter for the amount of the returned contribution, but only to the extent necessary to discharge
the limited partnership's liabilities to creditors who extended credit to the limited partnership during
the period the contribution was held by the partnership.
2. If a partner has received the return of any part of his contribution in violation of the
partnership agreement or this chapter, he is liable to the limited partnership for a period of six years
thereafter for the amount of the contribution wrongfully returned.
3. A partner receives a return of his contribution to the extent that a distribution to him reduces
his share of the fair value of the net assets of the limited partnership below the value (as set forth in
the partnership records required to be kept pursuant to section 359.051) of his contribution which
has not been distributed to him.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)

347.109

Limitations upon distributions--date of measurement of effective distributions--wrongful

distribution, liability, contribution.

1. A limited liability company shall not make any distribution to one or more members with
respect to their interests in the limited liability company, and no member shall be entitled to receive
any such distribution, to the extent that, after giving effect to the distribution:
(1) The limited liability company would not be able to pay its debts as they became due in the
usual course of business; or
(2) The limited liability company's total assets would be less than the sum of its total liabilities
to which such assets are subject plus, unless the operating agreement provides otherwise, the
amount that would be needed, if the limited liability company were to be dissolved at the time of
the distribution, to satisfy the preferential rights upon dissolution of members whose rights to
receive distributions are superior under the operating agreement to the rights of the members
receiving the distribution, except that, for purposes of making such determination, liabilities to
members or former members in their status as such shall be excluded.
2. The limited liability company may base a determination that its distribution is not prohibited
under subsection 1 of this section on:
(1) Financial statements prepared on the basis of generally accepted accounting principles and
practices that are reasonable under the circumstances; or

51
 (2) A fair valuation or other method that is reasonable under the circumstances.
3. The effective distribution under subsection 1 of this section is measured as of:
(1) The date the distribution is authorized, if the distribution in fact occurs within one hundred
twenty days after the date of authorization; or
(2) The date the payment is made, if it occurs more than one hundred twenty days after the
date of authorization.
4. If a member shall receive any distribution with respect to his interest in a limited liability
company in violation of this section or the operating agreement, such member and the person or
persons who are vested with authority under the operating agreement to make distributions to the
members and who knowingly authorized or permitted such distribution to the member shall be
liable, for a period of three years following the date of the distribution, to the limited liability
company for the value of the wrongful distribution, but only to the extent necessary to discharge the
limited liability company's liabilities incurred prior to the date of such distribution. If more than one
such person who authorized or permitted such wrongful distribution is held liable therefor pursuant
to this subsection, each such person shall be entitled to contribution from the other persons who are
held so liable therefor pursuant to this subsection.
(L. 1993 S.B. 66 & 20 § 359.765, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

351.180

Power to issue shares--preferences--procedure--redemption of stock by corporation,

requirements--amended certificate of designation for classes or series adversely affecting holders,
majority vote of holders required

1.  Every corporation may issue one or more classes of stock or one or more series of stock
within any class thereof, any or all of which classes may be of stock with par value or stock without
par value and which classes or series may have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the
articles of incorporation or any amendment thereto, or in the resolution or resolutions providing for
the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it
by the provisions of its articles of incorporation.  Any of the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of any such class or series of stock
may be made dependent upon facts ascertainable outside the articles of incorporation or of any
amendment thereto, or outside the resolution or resolutions providing for the issue of such stock
adopted by the board of directors pursuant to authority expressly vested in it by its articles of
incorporation, provided that the manner in which such facts shall operate upon the voting powers,
designations, preferences, rights and qualifications, limitations or restrictions of such class or series
of stock is clearly and expressly set forth in the articles of incorporation or in the resolution or
resolutions providing for the issue of such stock adopted by the board of directors.  The power to
increase or decrease or otherwise adjust the capital stock as provided in this chapter shall apply to
all or any such classes of stock.

  2.  (1)  Subject to the provisions of section 351.200, the stock of any class or series may be made
subject to redemption by the corporation at its option or at the option of the holders of such stock or

52
upon the happening of a specified event; provided, that at the time of such redemption the
corporation shall have outstanding shares of at least one class or series of stock with full voting
powers which shall not be subject to redemption.  Notwithstanding the limitation stated in the
foregoing provision:

  (a)  Any stock of a regulated investment company registered under the Investment Company Act
of 1940, as amended, may be made subject to redemption by the corporation at its option or at the
option of the holders of such stock;

  (b)  Any stock of a corporation which holds, directly or indirectly, a license, franchise, or

contract from a governmental agency to conduct its business or is a member of a national securities
exchange, which license, franchise, contract, or membership is conditioned upon some or all of the
holders of its stock possessing the prescribed qualifications, may be made subject to redemption by
the corporation to the extent necessary to prevent the loss of such license, franchise or membership
or to reinstate it.

  (2)  Any stock which may be redeemable under this section may be redeemed for cash, property
or rights, including securities of the same or another corporation, at such time or times, price or
prices, or rate or rates, and with such adjustments, as shall be stated in the articles of incorporation
or in the resolution or resolutions providing for the issue of such stock adopted by the board of
directors as hereinabove provided.

  3.  The holders of preferred or special stock of any class or of any series thereof shall be entitled
to receive dividends at such rates, on such conditions and at such times as shall be stated in the
articles of incorporation or in the resolution or resolutions providing for the issue of such stock
adopted by the board of directors as hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes or of any other series of stock, and
cumulative or noncumulative as shall be so stated and expressed.  When dividends upon the
preferred and special stocks, if any, to the extent of the preference to which such stocks are entitled,
have been paid or declared and set apart for payment, a dividend on the remaining class or classes
or series of stock may then be paid out of the remaining assets of the corporation available for
dividends as is provided elsewhere in this chapter.

  4.  The holders of the preferred or special stock of any class or of any series thereof are entitled
to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation as is
stated in the articles of incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the board of directors as hereinabove provided.

  5.  Any stock of any class or of any series thereof may be made convertible into, or
exchangeable for, at the option of either the holder or the corporation or upon the happening of a
specified event, shares of any other class or classes or any other series of the same or any other
class or classes of stock of the corporation, at such price or prices or at such rate or rates of
exchange and with such adjustments as is stated in the articles of incorporation or in the resolution
or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove
provided.

53
  6.  If any corporation is authorized to issue more than one class of stock or more than one series
of any class, the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation issues to represent such class or series of stock in the
case of shares represented by a certificate; but, in lieu of the foregoing requirements, there may be
set forth on the face or back of the certificate which the corporation issues to represent such class or
series of stock a statement that the corporation will furnish without charge to each stockholder who
so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.  The corporation shall also furnish such information
upon request to holders of uncertificated shares.

  7.  When any corporation desires to issue any shares of stock of any class or of any series of any
class of which the powers, designations, preferences and relative, participating, optional or other
rights, if any, or the qualifications, limitations or restrictions thereof, if any, have not been set forth
in the articles of incorporation or in any amendment thereto, but are provided for in a resolution or
resolutions adopted by the board of directors pursuant to authority expressly vested in it by the
provisions of the articles of incorporation or any amendment thereto, a certificate of designations
setting forth a copy of such resolution or resolutions and the number of shares of stock of such class
or series as to which the resolution or resolutions apply shall be executed by the president or any
vice president and filed by the corporation with the secretary of state.  Unless otherwise provided in
any such resolution or resolutions, the number of shares of stock of any such class or series to
which such resolution or resolutions apply may be increased, but not above the number of shares of
the class authorized by the articles of incorporation with respect to which the powers, designations,
preferences and rights have not been set forth, or decreased, but not below the number of shares
thereof then outstanding, by a certificate likewise executed and filed setting forth a statement that a
specified increase or decrease therein had been authorized and directed by a resolution or
resolutions likewise adopted by the board of directors.  In case the number of such shares shall be
decreased, the number of shares so specified in the certificate shall resume their status which they
had prior to the adoption of the resolution or resolutions creating such shares.  When no shares of
any such class or series are outstanding, either because none were issued or because no issued
shares of any such class or series remain outstanding, a certificate setting forth a resolution or
resolutions adopted by the board of directors that none of the authorized shares of such class or
series are outstanding, and that none will be issued subject to the certificate of designations
previously filed with respect to such class or series, may be executed by the president or any vice
president and filed by the corporation with the secretary of state and, when such certificate becomes
effective, it shall have the effect of eliminating from the articles of incorporation all reference to
such class or series of stock.  When shares of stock of any class or of any series of any class of
which the powers, designations, preferences, and relative, participating, optional or other rights, if
any, or the qualifications, limitations or restrictions thereof, if any, have not been set forth in the
articles of incorporation or in any amendment thereto, but are provided in a resolution or resolutions
adopted by the board of directors pursuant to authority expressly vested in it by the provisions of
the articles of incorporation or any amendment thereto, the board of directors may, by resolution or
resolutions adopted by the board of directors, amend the powers, designations, preferences and
relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions

54
thereof, if any, of any such class or series by filing an amended certificate of designations setting
forth a copy of such resolution or resolutions, which shall include the terms and conditions of such
amendment, executed by the president or any vice president and filed by the corporation with the
secretary of state.  Provided, however, that if any shares of any such class or series shall be issued
and outstanding at the time of such filing, such amendment, if it adversely affects the holders
thereof, shall not become effective unless as to any such class or series, a majority of the holders
thereof, or such greater vote as the articles of incorporation or any amendment thereto require,
adopts such amendment, and the certificate of designations shall state that such approval has been
obtained.  When any certificate is filed under this subsection, it shall have the effect of amending
the articles of incorporation and shall become effective as provided in subsection 1 of section
351.105.
(RSMo 1939 §§ 5359, 5543, A.L. 1943 p. 410 § 12, A.L. 1975 S.B. 14, A.L. 1986 S.B. 565, A.L.
1995 H.B. 558, A.L. 1997 S.B. 197, A.L. 1998 S.B. 680, A.L. 2004 H.B. 1664, A.L. 2005 H.B.
678)

351.210
Paid-in surplus--its distribution and restrictions.

1. Paid-in surplus, whether created by reduction of stated capital or otherwise, may be

distributed in cash or in kind to the shareholders entitled thereto, subject to the following
restrictions:
(1) No such distribution shall be made to any class of shareholders unless all cumulative
dividends accrued on preferred or special classes of shares entitled to preferred dividends shall have
been fully paid;
(2) No such distribution shall be made to any class of shareholders when the net assets are less
than its stated capital or when such distribution would reduce the net assets below the stated capital.
2. The corporation may by resolution of its board of directors apply any part or all of its paid-
in surplus to the reduction or elimination of any deficit arising from operating or other losses, or
from diminution in value of its assets.
(L. 1943 p. 410 § 61, A.L. 1945 p. 696, A.L. 2013 H.B. 498)

351.220
Payment of dividends on shares of stock.

The board of directors of a corporation may declare and the corporation may pay dividends on
its shares in cash, property, or its own shares, subject to the following limitations and provisions:
(1) No dividend shall be declared or paid at a time when the net assets of the corporation are
less than its stated capital or when the payment thereof would reduce the net assets of the
corporation below its stated capital;
(2) If a dividend is declared out of the paid-in surplus of the corporation, whether created by
reduction of stated capital or otherwise, the limitations contained in section 351.210 shall apply;
(3) If a dividend is declared payable in its own shares having a par value, such shares shall be
issued at the par value thereof and there shall be transferred to stated capital at the time such
dividend is declared an amount of surplus equal to the aggregate par value of the shares to be issued
as a dividend;

55
 (4) If a dividend is declared payable in its own shares, without par value, and such shares have
a preferential right in the assets of the corporation in the event of its involuntary liquidation, such
shares shall be issued at the liquidation value thereof, and there shall be transferred to stated capital
at the time such dividend is declared, an amount of surplus equal to the aggregate preferential
amount payable upon such shares in the event of involuntary liquidation;
(5) If a dividend is declared payable in its own shares without par value and none of such
shares has a preferential right in the assets of the corporation in the event of its involuntary
liquidation, such shares shall be issued at such value as shall be fixed by the board of directors by
resolution at the time such dividend is declared, and there shall be transferred to stated capital, at
the time such dividend is declared, an amount of surplus equal to the aggregate value so fixed in
respect of such shares, and the amount per share transferred to stated capital shall be disclosed to
the shareholders receiving such dividends concurrently with payment thereof;
(6) A split-up or division of issued shares into a greater number of shares of the same class
shall not be construed to be a share dividend within the meaning of this section;
(7) No dividend shall be declared or paid contrary to any restrictions contained in the articles
of incorporation.
(L. 1943 p. 410 § 43, A.L. 1945 p. 696, A.L. 2001 S.B. 288) Effective 7-01-01

56
Nature & Assignability
of
Equity Interests

57
358.240
Extent of property rights of a partner.

The property rights of a partner are his rights in specific partnership property, his interest in
the partnership, and his right to participate in the management.
(L. 1949 p. 506 § 24)

358.250
Nature of a partner's right in specific partnership property.

1. A partner is co-owner with his partners of specific partnership property holding as a tenant
in partnership.
2. The incidents of this tenancy are such that:
(1) A partner, subject to the provisions of this law and to any agreement between the partners,
has an equal right with his partners to possess specific partnership property for partnership
purposes; but he has no right to possess such property for any other purpose without the consent of
his partners.
(2) A partner's right in specific partnership property is not assignable except in connection with
the assignment of rights of all the partners in the same property.
(3) A partner's right in specific partnership property is not subject to attachment or execution,
except on a claim against the partnership. When partnership property is attached for a partnership
debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any
right under the homestead or exemption laws.
(4) On the death of a partner his right in specific partnership property vests in the surviving
partner or partners, except where the deceased was the last surviving partner, when his right in such
property vests in his legal representative. Such surviving partner or partners, or the legal
representative of the last surviving partner, has no right to possess the partnership property for any
but a partnership purpose.
(5) A partner's right in specific partnership property is not subject to dower, curtesy, or
allowances to widows, heirs, or next of kin.
(L. 1949 p. 506 § 25)

358.260
Nature of partner's interest in the partnership.

A partner's interest in the partnership is his share of the profits and surplus, and the same is
personal property.
(L. 1949 p. 506 § 26)

359.401
Nature of partnership interest.

A partnership interest is personal property.

(L. 1985 H.B. 512 & 650) Effective 1-1-87

58
347.115

Interest in company is personal property, assignability, distributions, pledge of security interest,

effect--rights of assignee--liability of assignor.

1. The interest of a member in a limited liability company is personal property and, except as
provided in the operating agreement, may be assigned in whole or in part. An assignment of an
interest does not entitle the assignee to participate in the management of the business and affairs of
the limited liability company or to become or to exercise the rights of a member, except as provided
in section 347.113. An assignee that has not become a member shall only be entitled to receive, to
the extent assigned, the share of distributions and profits, including distributions representing the
return of contributions, to which the assignor would otherwise be entitled with respect to the
assigned interest. Unless otherwise provided in the operating agreement, a member shall not cease
to be a member as a result of the pledge, encumbrancing or the granting of a security interest in the
interest of such member in the limited liability company.
2. An assignee who has become a member has, to the extent assigned, the rights and powers,
and is subject to the restrictions and liabilities, of a member under the articles of organization, the
operating agreement and sections 347.010 to 347.187. An assignee who becomes a member is liable
for any obligations of his assignor to make contributions.
3. Unless otherwise provided in the operating agreement, if an assignee of an interest in a
limited liability company becomes a member, the assignor is not released from his liability to the
limited liability company under section 347.099 or section 347.109without the written consent of
all members.
(L. 1993 S.B. 66 & 20 § 359.770) Effective 12-1-93

358.270
Assignment of partner's interest.

1. A conveyance by a partner of his interest in the partnership does not of itself dissolve the
partnership, nor, as against the other partners in the absence of agreement, entitle the assignee,
during the continuance of the partnership, to interfere in the management or administration of the
partnership business or affairs, or to require any information or account of partnership transactions,
or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with
his contract the profits to which the assigning partner would otherwise be entitled.
2. In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's
interest and may require an account from the date only of the last account agreed to by all the
partners.
(L. 1949 p. 506 § 27)

359.411
Assignment of partnership interest--rights of assignee.

Except as provided in the partnership agreement, a partnership interest is assignable in whole

or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle
the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to
receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except

59
as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his
partnership interest.
(L. 1985 H.B. 512 & 650) Effective 1-1-87

347.115

Interest in company is personal property, assignability, distributions, pledge of security interest,

effect--rights of assignee--liability of assignor.

1. The interest of a member in a limited liability company is personal property and, except as
provided in the operating agreement, may be assigned in whole or in part. An assignment of an
interest does not entitle the assignee to participate in the management of the business and affairs of
the limited liability company or to become or to exercise the rights of a member, except as provided
in section 347.113. An assignee that has not become a member shall only be entitled to receive, to
the extent assigned, the share of distributions and profits, including distributions representing the
return of contributions, to which the assignor would otherwise be entitled with respect to the
assigned interest. Unless otherwise provided in the operating agreement, a member shall not cease
to be a member as a result of the pledge, encumbrancing or the granting of a security interest in the
interest of such member in the limited liability company.
2. An assignee who has become a member has, to the extent assigned, the rights and powers,
and is subject to the restrictions and liabilities, of a member under the articles of organization, the
operating agreement and sections 347.010 to 347.187. An assignee who becomes a member is liable
for any obligations of his assignor to make contributions.
3. Unless otherwise provided in the operating agreement, if an assignee of an interest in a
limited liability company becomes a member, the assignor is not released from his liability to the
limited liability company under section 347.099 or section 347.109without the written consent of
all members.
(L. 1993 S.B. 66 & 20 § 359.770) Effective 12-1-93

 347.117

Effect of death or incompetence of member, assignability of interest — business organization as

member, dissolution, assignability of interest.

 1.  Unless otherwise provided in the operating agreement, if a member who is an individual

dies or a court of competent jurisdiction judges the member to be incompetent to manage his or her
person or property, the member's executor, administrator, guardian, conservator, or other legal
representative shall have any power the member had to give his assignee the right to become a
member and all of the rights of an assignee of the member's interest.
  2.  If a member is a corporation, partnership, limited liability company, trust or other entity and
is dissolved or terminated, its legal representative or successor shall have any power the member
had to give his assignee the right to become a member and all of the rights of an assignee of the
member's interest.
(L. 1993 S.B. 66 & 20 § 359.772) Effective 12-01-93

60
358.280 Partner's interest subject to charging order.

1. On due application to a competent court by any judgment creditor of a partner, the court
which entered the judgment, order, or decree, or any other court, may charge the interest of the
debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon;
and may then or later appoint a receiver of his share of the profits, and of any other money due or to
fall due to him in respect of the partnership, and make all other orders, directions, accounts and
inquiries which the debtor partner might have made, or which the circumstances of the case may
require.
2. The interest charged may be redeemed at any time before foreclosure, or in case of a sale
being directed by the court may be purchased without thereby causing a dissolution
(1) With separate property, by any one or more of the partners; or
(2) With partnership property, by any one or more of the partners with the consent of all the
partners whose interests are not so charged or sold.
3. Nothing in this chapter shall be held to deprive a partner of his right, if any, under the
exemption laws, as regards his interest in the partnership.
(L. 1949 p. 506 § 28)

359.421
Rights of judgment creditor of partner.

On application to a court of competent jurisdiction by any judgment creditor of a partner, the

court may charge the partnership interest of the partner with payment of the unsatisfied amount of
the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an
assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any
exemption laws applicable to his partnership interest.
(L. 1985 H.B. 512 & 650) Effective 1-1-87

347.119

Judgment creditor of member, charge of member's interest with payment of unsatisfied judgment.

347.119. On application to a court of competent jurisdiction by any judgment creditor of a

member, the court may charge the member's interest in the limited liability company with payment
of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment
creditor has only the rights of an assignee of the member's interest. Sections 347.010 to 347.187 do
not deprive any member of the benefit of any exemption laws applicable to his interest in the
limited liability company.
(L. 1993 S.B. 66 & 20 § 359.774) Effective 12-1-93

61
 Withdrawal as Partner
or
LLC Member in a Continuing
Partnership/LLC

62
358.310
Causes of dissolution.

Dissolution is caused:
(1) Without violation of the agreement between the partners,
(a) By the termination of the definite term or particular undertaking specified in the agreement;
(b) By the express will of any partner when no definite term or particular undertaking is
specified;
(c) By the express will of all the partners who have not assigned their interests or suffered
them to be charged for their separate debts, either before or after the termination of any specified
term or particular undertaking;
(d) By the expulsion of any partner from the business bona fide in accordance with such a
power conferred by the agreement between the partners;
(2) In contravention of the agreement between the partners, where the circumstances do not
permit a dissolution under any other provision of this section, by the express will of any partner at
any time;
(3) By any event which makes it unlawful for the business of the partnership to be carried on
or for the members to carry it on in partnership;
(4) By the death of any partner;
(5) By the bankruptcy of any partner or the partnership;
(6) By decree of court under section 358.320.
(L. 1949 p. 506 § 31)

358.380
Rights of partners to application of partnership property.

1. When dissolution is caused in any way, except in contravention of the partnership

agreement, each partner, as against his copartners and all persons claiming through them in respect
of their interests in the partnership, unless otherwise agreed, may have the partnership property
applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to
the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the
partnership agreement and if the expelled partner is discharged from all partnership liabilities, either
by payment or agreement under subsection 2 of section 358.360, he shall receive in cash only the
net amount due him from the partnership.
2. When dissolution is caused in contravention of the partnership agreement the rights of the
partners shall be as follows:
(1) Each partner who has not caused dissolution wrongfully shall have
(a) All the rights specified in subsection 1 of this section; and
(b) The right, as against each partner who has caused the dissolution wrongfully, to damages
for breach of the agreement.
(2) The partners who have not caused the dissolution wrongfully, if they all desire to continue
the business in the same name, either by themselves or jointly with others, may do so, during the
agreed term for the partnership and for that purpose may possess the partnership property, provided
they secure the payment by bond approved by the court, or pay to any partner who has caused the
dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any

63
damages recoverable under paragraph (b) of subdivision (1) of subsection 2 of this section, and in
like manner indemnify him against all present or future partnership liabilities.
(3) A partner who has caused the dissolution wrongfully shall have:
(a) If the business is not continued under the provisions of subdivision (2) of subsection 2 all
the rights of a partner under subsection 1, subject to paragraph (b) of subdivision (1) of subsection
2, of this section;
(b) If the business is continued under subdivision (2) of subsection 2 of this section the right as
against his copartners and all claiming through them in respect of their interests in the partnership,
to have the value of his interests in the partnership, less any damages caused to his copartners by the
dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the
court, and to be released from all existing liabilities of the partnership; but in ascertaining the value
of the partner's interest the value of the goodwill of the business shall not be considered.
(L. 1949 p. 506 § 38)

358.420

Rights of retiring or estate of deceased partner when the business is continued.

When any partner retires or dies, and the business is continued under any of the conditions set
forth in subsections 1, 2, 3, 4, 5, and 6 of section 358.410, or subdivision (2) of subsection 2 of
section 358.380 without any settlement of accounts as between him or his estate and the person or
partnership continuing the business, unless otherwise agreed, he or his legal representative as
against such persons or partnership may have the value of his interest at the date of dissolution
ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in
the dissolved partnership with interest, or, at his option or at the option of his legal representative,
in lieu of interest, the profits attributable to the use of his right in the property of the dissolved
partnership; provided that the creditors of the dissolved partnership as against the separate creditors,
or the representative of the retired or deceased partner, shall have priority on any claim arising
under this section, as provided by subsection 8 of section 358.410.
(L. 1949 p. 506 § 42)

359.331

Withdrawal of a general partner--notice to other partners--breach of partnership agreement, setoff

of damages, when.

A general partner may withdraw from a limited partnership at any time by giving written
notice to the other partners, but if the withdrawal violates the partnership agreement, the limited
partnership may recover from the withdrawing general partner damages for breach of the
partnership agreement and offset the damages against the amount otherwise distributable to him.
(L. 1985 H.B. 512 & 650) Effective 1-1-87

64
359.341
Withdrawal of a limited partner, when.

A limited partner may withdraw from a limited partnership only at the time or upon the
happening of events specified in writing in the partnership agreement. The provisions of this section
shall apply to all limited partnerships in existence on the effective date of this act.*
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with S.B. 170)
*Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

359.351
Distribution upon withdrawal, when, how determined.

Except as provided in sections 359.321 to 359.391, upon withdrawal any withdrawing partner

is entitled to receive the distribution, if any, to which such partner is entitled under the partnership
agreement. If the partnership agreement does not provide for a distribution to which a withdrawn
partner is entitled, the withdrawn partner shall be an assignee of the withdrawn partner's interest but
the partnership may thereafter purchase the withdrawn partner's interest in the partnership, for the
fair value of the withdrawn partner's interest in the partnership as of the date of withdrawal based
upon such withdrawn partner's right to share in distributions from the partnership as an ongoing
business, at any time, upon thirty days' written notice from the partnership to the withdrawn partner,
such withdrawn partner's personal representatives, successors or assigns.
(L. 1985 H.B. 512 & 650, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

347.121

Withdrawal of member, how effected--withdrawal in violation of operating agreement--

consequences of withdrawal.

1. A member may withdraw from a limited liability company at the time or upon the events
specified in writing in the operating agreement, or at any time upon giving ninety days' prior written
notice of withdrawal to the other members but, if the withdrawal violates a written provision in the
operating agreement, the limited liability company may recover from the withdrawing member
damages for breach of the operating agreement and offset the damages against the amount
otherwise distributable to the withdrawing member in accordance with section 347.103.
2. Except as otherwise provided in the operating agreement, upon the occurrence of an event of
withdrawal of a member, the withdrawn member shall have no further duty to the limited liability
company except for the duty to account to the limited liability company for any profit or benefit
derived by such person without the informed consent of more than one-half by number of
disinterested managers or members from any transaction connected with the conduct of the business
and affairs of the limited liability company prior to the event of withdrawal, or from any personal
use by such person of the property of the limited liability company, including confidential or
proprietary information of the limited liability company or other matters entrusted to such person as
a result of such member's status as a manager or member.
3. Except as otherwise provided in the operating agreement, upon the withdrawal of a member,
the withdrawn member shall have no further right to participate in the management and affairs of

65
the limited liability company and shall have only the rights of an assignee of the withdrawn
member's interest in the limited liability company.
(L. 1993 S.B. 66 & 20 § 359.775, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

347.103

Dissolution as result of withdrawal of member, distribution--withdrawal in violation of agreement.

1. If a limited liability company dissolves and winds up its business and affairs as a result of an
event of withdrawal of a member, then, except as otherwise provided in the operating agreement,
such member and his personal representatives, successors and assigns shall have the rights of an
assignee of the withdrawn member's interest in the limited liability company to receive distributions
with respect to such interest during and upon completion of winding up, but the limited liability
company may, in addition to any remedies otherwise available under applicable law, reduce the
amounts distributable with respect to such interest by any damages recoverable against the
withdrawn member if such event of withdrawal violated the operating agreement.
2. If the business of a limited liability company is continued following an event of withdrawal
of a member, then, except as otherwise provided in the operating agreement, such member shall
have the rights of an assignee of the withdrawn member's interest in the limited liability company.
The withdrawn member shall be entitled to receive any distributions to which he is entitled upon
such event of withdrawal under the provisions of the operating agreement. If the operating
agreement does not provide for the amount of or a method for determining the distribution, if any,
to which a withdrawn member is entitled, the withdrawn member shall be entitled, except in the
case of an event of withdrawal pursuant to subsection 2 of section 347.123, to receive from the**
limited liability company, upon demand for such distribution made by or on behalf of such
withdrawn member within one hundred eighty days after such event of withdrawal and subject to
the limitation set forth in section 347.109, the fair value of such withdrawn member's interest in the
limited liability company as of the date of withdrawal based upon such withdrawn member's right
to share in distributions from the limited liability company as an ongoing operation. If such demand
is not made on a timely basis, the limited liability company may, except as provided in the
operating agreement, purchase the withdrawn member's interest in the limited liability company, for
the fair value of such withdrawn member's interest in the limited liability company determined as of
the date of withdrawal based upon such withdrawn member's right to share in distributions from the
limited liability company as an ongoing operation, at any time, upon thirty days' written notice from
the limited liability company to the withdrawn member, such withdrawn member's personal
representatives, successors or assigns. In any event, if such event of withdrawal violated the
operating agreement:
(1) The goodwill of the limited liability company's business shall be excluded in determining
the fair value of the withdrawn member's interest;
(2) In addition to any remedies otherwise available under applicable law, the amount payable
to the withdrawn member shall be reduced by any damages suffered by the limited liability
company or its members as a result of the withdrawn member's breach of the operating agreement;
and

66
 (3) The limited liability company may defer payment of the amount the withdrawn member is
entitled to receive for such period, and shall secure the same by such collateral, as may be approved
by a court, in order to prevent unreasonable hardship to the limited liability company.
3. The provisions of this section apply to all limited liability companies in existence on the
effective date of this section*, unless such limited liability company elects otherwise by the written
agreement of all its members.
(L. 1993 S.B. 66 & 20 § 359.758, A.L. 1997 H.B. 655 merged with S.B. 170)
*Effective 6-24-97 (H.B. 655)

67
Dissolution and Winding Up
of a
Business Organization

68
358.290
Dissolution defined.

The "dissolution" of a partnership is the change in the relation of the partners caused by any
partner ceasing to be associated in the carrying on as distinguished from the winding up of the
business.
(L. 1949 p. 506 § 29)

358.300
Partnership not terminated by dissolution.

On dissolution the partnership is not terminated but continues until the winding up of
partnership affairs is completed.
(L. 1949 p. 506 § 30)

358.310
Causes of dissolution.

Dissolution is caused:
(1) Without violation of the agreement between the partners,
(a) By the termination of the definite term or particular undertaking specified in the agreement;
(b) By the express will of any partner when no definite term or particular undertaking is
specified;
(c) By the express will of all the partners who have not assigned their interests or suffered
them to be charged for their separate debts, either before or after the termination of any specified
term or particular undertaking;
(d) By the expulsion of any partner from the business bona fide in accordance with such a
power conferred by the agreement between the partners;
(2) In contravention of the agreement between the partners, where the circumstances do not
permit a dissolution under any other provision of this section, by the express will of any partner at
any time;
(3) By any event which makes it unlawful for the business of the partnership to be carried on
or for the members to carry it on in partnership;
(4) By the death of any partner;
(5) By the bankruptcy of any partner or the partnership;
(6) By decree of court under section 358.320.
(L. 1949 p. 506 § 31)

358.380
Rights of partners to application of partnership property.

1. When dissolution is caused in any way, except in contravention of the partnership

agreement, each partner, as against his copartners and all persons claiming through them in respect
of their interests in the partnership, unless otherwise agreed, may have the partnership property
applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to

69
the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the
partnership agreement and if the expelled partner is discharged from all partnership liabilities, either
by payment or agreement under subsection 2 of section 358.360, he shall receive in cash only the
net amount due him from the partnership.
2. When dissolution is caused in contravention of the partnership agreement the rights of the
partners shall be as follows:
(1) Each partner who has not caused dissolution wrongfully shall have
(a) All the rights specified in subsection 1 of this section; and
(b) The right, as against each partner who has caused the dissolution wrongfully, to damages
for breach of the agreement.
(2) The partners who have not caused the dissolution wrongfully, if they all desire to continue
the business in the same name, either by themselves or jointly with others, may do so, during the
agreed term for the partnership and for that purpose may possess the partnership property, provided
they secure the payment by bond approved by the court, or pay to any partner who has caused the
dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any
damages recoverable under paragraph (b) of subdivision (1) of subsection 2 of this section, and in
like manner indemnify him against all present or future partnership liabilities.
(3) A partner who has caused the dissolution wrongfully shall have:
(a) If the business is not continued under the provisions of subdivision (2) of subsection 2 all
the rights of a partner under subsection 1, subject to paragraph (b) of subdivision (1) of subsection
2, of this section;
(b) If the business is continued under subdivision (2) of subsection 2 of this section the right as
against his copartners and all claiming through them in respect of their interests in the partnership,
to have the value of his interests in the partnership, less any damages caused to his copartners by the
dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the
court, and to be released from all existing liabilities of the partnership; but in ascertaining the value
of the partner's interest the value of the goodwill of the business shall not be considered.
(L. 1949 p. 506 § 38)

359.451
Dissolution of limited partnership, when.

A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of
the following:
(1) Upon the happening of events specified in the certificate of limited partnership;
(2) Upon the happening of events specified in writing in the partnership agreement;
(3) Written consent of all partners;
(4) An event of withdrawal of a general partner unless:
(a) There remains at least one other general partner and the written provisions of the
partnership agreement permit the business of the limited partnership to be carried on by the
remaining general partner, alone or together with one or more new general partners, and that partner
or those partners do so; or
(b) Within ninety days after the withdrawal, partners owning a majority of the profits interests
and a majority of the capital interests held by all partners agree in writing to continue the business
of the limited partnership and, if there is no remaining general partner, to the appointment of one or
more additional general partners if necessary or desired; or

70
 (5) Entry of a decree of judicial dissolution under section 359.461.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 1997 H.B. 655 merged with S.B. 170,
A.L. 2000 S.B. 896)

347.137
Dissolution of company, events--notice of winding up.

1. A domestic limited liability company shall be dissolved upon the occurrence of any of the
following:
(1) Upon the happening of the events specified in the operating agreement or in the articles of
organization;
(2) Upon the written consent of all members;
(3) Except as otherwise provided in the operating agreement, an event of withdrawal of a
member, if a majority, by number, of the remaining members agree within ninety days after the
occurrence of the event of withdrawal to dissolve the limited liability company;
(4) At any time there are no members; provided, that the limited liability company is not
dissolved and is not required to be wound up if:
(a) Unless otherwise provided in the operating agreement, within ninety days or such other
period as is provided for in the operating agreement after the occurrence of the event that
terminated the continued membership of the last remaining member, the personal representative,
statutory or otherwise, of the last remaining member agrees in writing to continue the limited
liability company and to the admission of such personal representative of such member or its
nominee or designee to the limited liability company as a member, effective as of the occurrence of
the event that terminated the continued membership of the last remaining member; provided, that
the operating agreement may provide that the personal representative, statutory or otherwise, of the
last remaining member shall be obligated to agree in writing to continue the limited liability
company and to the admission of such personal representative of such member or its nominee or
designee to the limited liability company as a member, effective as of the occurrence of the event
that terminated the continued membership of the last remaining member; or
(b) A member is admitted to the limited liability company in the manner provided for in the
operating agreement, effective as of the occurrence of the event that terminated the continued
membership of the last remaining member, within ninety days or such other period as is provided
for in the limited liability company agreement after the occurrence of the event that terminated the
continued membership of the last remaining member, under a provision of the operating agreement
that specifically provides for the admission of a member to the limited liability company after there
is no longer a remaining member of the limited liability company;
(5) Entry of a decree of dissolution under section 347.143; or
(6) When the limited liability company is not the surviving entity in a merger or consolidation.
2. As soon as possible following the occurrence of any of the events specified in subdivisions
(1) to (5) of subsection 1 of this section effecting the dissolution of the limited liability company,
the limited liability company shall file a notice of winding up with the secretary which discloses the
dissolution of the limited liability company and the commencement of winding up of its business
and affairs.
(L. 1993 S.B. 66 & 20 § 359.786, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2000 S.B.
896, A.L. 2007 H.B. 431)

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347.139
Effect of dissolution--acts required, distribution of assets—members or trustees.

1. Upon the dissolution of a limited liability company, the limited liability company shall cease
to carry on its business, except insofar as may be necessary or appropriate for the winding up of its
business, but its separate existence shall continue until articles of termination have been filed with
the secretary or until a decree terminating the limited liability company has been entered by a court
of competent jurisdiction.
2. After its dissolution, the limited liability company shall do all other acts required to
liquidate its business and affairs; proceed to collect its assets; pay, satisfy, or discharge its liabilities
and obligations or make adequate provisions for the payment or discharge thereof; convey and
dispose of such of its properties which are not to be distributed in kind to its members; and its assets
shall be applied and distributed in the following order:
(1) If there are sufficient assets therefor, to creditors, including members who are creditors, to
the extent permitted by law, in satisfaction of liabilities of the limited liability company other than
liabilities for distributions to members under section 347.101 or 347.103. If there are insufficient
assets, such claims and obligations shall be paid or provided for according to their priority and,
among claims and obligations of equal priority, ratably to the extent of assets available therefor;
(2) Except as provided in the operating agreement, to members and former members in
satisfaction of liabilities for distributions under section 347.101 or 347.103; and
(3) Except as provided in the operating agreement, to the members in the manner provided in
section 347.101.
3. Upon the filing of the articles of termination as provided in section 347.045, the existence of
the limited liability company shall cease, except for the purpose of suits, other proceedings and
appropriate action as provided in sections 347.010 to 347.187. The authorized person or authorized
persons at the time of termination, or the survivors of them or, if none, the members at the time of
termination shall thereafter be trustees for the members and creditors of the terminated limited
liability company and* as such shall have authority to distribute or convey any of the limited
liability company's assets or its property discovered after termination, and to take such other action
as may be necessary on behalf of and in the name of such terminated limited liability company.
Except as provided in section 347.141, actions by or against the dissolved limited liability company
brought for the purpose of collecting or settling assets or liabilities or claims discovered after
termination may be brought or instituted in the name of the limited liability company.
(L. 1993 S.B. 66 & 20 § 359.787) Effective 12-1-93

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, as provided in sections 347.700 to 347.735.
(L. 1993 S.B. 66 & 20)
Effective 12-1-93

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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 name of the corporation;
(2) The date of its incorporation;
(3) Either that none of the corporation's shares have been issued, or that the corporation has not
commenced business;
(4) That no debt of the corporation remains unpaid;
(5) That the net assets of the corporation remaining after winding up have been distributed to
the shareholders, if shares were issued; and
(6) That a majority of the incorporators or initial directors authorized the dissolution.
(L. 1990 H.B. 1432)

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.
(L. 1990 H.B. 1432)

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)

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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 stockholder may file with the circuit court in which the
principal place of business of such corporation is located a petition stating that it desires to
discontinue the business of such corporation and to dispose of the assets used in such business in
accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be
agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached
thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that
copies of such petition and plan have been transmitted in writing to the other stockholder and to the
directors and officers of such corporation.
2. Unless both stockholders file with the court: (1) within ninety days of the date of the filing
of such petition, a certificate similarly executed and acknowledged stating that they have agreed on
such plan, or a modification thereof, and (2) within one hundred eighty days from the date of the
filing of such petition, a certificate similarly executed and acknowledged stating that the
distribution provided by such plan had been completed, the court shall dissolve such corporation
and shall by appointment of one or more trustees or receivers, administer and wind up its affairs in
a method intended to realize the maximum value for the stockholders, including the sale of the
company as a going concern, if appropriate. Either or both of the above periods may be extended by
agreement of the stockholder, evidenced by a certificate similarly executed, acknowledged and filed
with the court prior to the expiration of such period.
3. If, at any time within ninety days prior to the date upon which a petition is filed pursuant to
subsection 1 of this section, shares of a corporation are owned by or for the benefit of persons who
would be deemed related taxpayers for purposes of Section 267 of the Internal Revenue Code of
1986, as amended, or the regulations promulgated thereunder, then such shares shall be deemed
owned by one stockholder for purposes of this section.
(L. 1999 S.B. 278)

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 shareholders:
(a) The number of votes entitled to be cast on the proposal to dissolve; and
(b) Either the total number of votes cast for and against dissolution or the total number of
undisputed votes cast for dissolution and a statement that the number cast for dissolution was
sufficient for approval or a statement that the dissolution was approved by the written consent of all
shareholders;

74
 (4) If voting by any class of stock or any series of any class of stock was required, the
information required by subdivision (3) of this subsection must be separately provided for each
class of stock or series thereof entitled to vote separately on the plan to dissolve.
2. A corporation is dissolved upon the effective date of its articles of dissolution.
(L. 1990 H.B. 1432)

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,
in which event the board of directors may revoke the dissolution without shareholder action.
3. After the revocation of dissolution is authorized, the corporation may revoke the dissolution
by delivering to the secretary of state for filing articles of revocation of dissolution, together with a
copy of its articles of dissolution, that set forth:
(1) The name of the corporation;
(2) The effective date of the dissolution that was revoked;
(3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement
to that effect;
(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders,
a statement that revocation was permitted by action by the board of directors alone pursuant to that
authorization; and
(6) If shareholder action was required to revoke the dissolution, the information required by
subdivision (3) or (4) of subsection 1 of section 351.468.
4. Revocation of dissolution is effective upon the effective date of the articles of revocation of
dissolution.
5. When the revocation of dissolution is effective, it relates back to and takes effect as of the
effective date of the dissolution and the corporation resumes carrying on its business as if
dissolution has never occurred.
(L. 1990 H.B. 1432)

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 its shareholders;
(3) Discharging or making provision for discharging its liabilities;
(4) Distributing its remaining property among its shareholders according to their interests; and
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
2. Dissolution of a corporation does not:
(1) Transfer title to the corporation's property;

75
 (2) Prevent transfer of its shares or securities, although the authorization to dissolve may
provide for closing the corporation's share transfer records;
(3) Subject its directors or officers to standards of conduct different from those applicable to
directors and officers of a corporation which has not been dissolved; provided that any such officer
or director who conducts business on behalf of the corporation except as provided in this section
shall be personally liable for any obligation so incurred;
(4) Change quorum or voting requirements for its board of directors or shareholders; change
provisions for selection, resignation, or removal of its directors or officers or both; or change
provisions for amending its bylaws;
(5) Prevent commencement of a proceeding by or against the corporation in its corporate
name;
(6) Abate or suspend a proceeding pending by or against the corporation on the effective date
of dissolution;
(7) Terminate the authority of the registered agent of the corporation; or
(8) Make available for use by others its corporate name for a period of one year from the
effective date of its dissolution.
(L. 1990 H.B. 1432)

358.320
Dissolution by decree of court.

1. On application by or for a partner the court shall decree a dissolution whenever:

(1) A partner is shown to be mentally incapacitated;
(2) A partner becomes in any other way incapable of performing his part of the partnership
contract;
(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of
the business;
(4) A partner willfully or persistently commits a breach of the partnership agreement, or
otherwise so conducts himself in matters relating to the partnership business that it is not reasonably
practicable to carry on the business in partnership with him;
(5) The business of the partnership can only be carried on at a loss;
(6) Other circumstances render a dissolution equitable.
2. On the application of the purchaser of a partner's interest under sections 358.270 and
358.280:
(1) After the termination of the specified term or particular undertaking;
(2) At any time if the partnership was a partnership at will when the interest was assigned or
when the charging order was issued.
(L. 1949 p. 506 § 32, A.L. 1983 S.B. 44 & 45)

359.461
Judicial dissolution--who may request--granted when.

On application by or for a partner, the circuit court of the county of the principal place of
business or of the registered office of the limited partnership may decree dissolution of a limited
partnership whenever it is not reasonably practicable to carry on the business in conformity with the
partnership agreement.

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 (L. 1985 H.B. 512 & 650)
Effective 1-1-87

347.143

Involuntary dissolution, decree, action by attorney general, grounds--action upon application by

member.

1. A limited liability company may be dissolved involuntarily by a decree of the circuit court for the
county in which the registered office of the limited liability company is situated in an action filed
by the attorney general when it is established that the limited liability company:
(1) Has procured its articles of organization through fraud;
(2) Has exceeded or abused the authority conferred upon it by law;
(3) Has carried on, conducted, or transacted its business in a fraudulent or illegal manner; or
(4) By the abuse of its powers contrary to the public policy of the state, has become liable to be
dissolved.
2. On application by or for a member, the circuit court for the county in which the registered
office of the limited liability company is located may decree dissolution of a limited liability
company whenever it is not reasonably practicable to carry on the business in conformity with the
operating agreement.
(L. 1993 S.B. 66 & 20 § 359.789) Effective 12-1-93

77
347.145

Action for involuntary dissolution, where commenced--service of process, publication.

1. Every action for the involuntary dissolution of a limited liability company brought by the
attorney general shall be commenced either in the circuit court of the county in which the registered
office of the limited liability company is located or, if no such address is on file with the secretary,
in the circuit court of Cole County. Summons shall issue and be served as in other civil actions.
2. If process is returned "not found", the attorney general shall cause publication to be made as
in other civil cases in a newspaper of general circulation in the county where the registered office of
the limited liability company is located, containing a notice of the pendency of the action, the title
of the court, the title of the action, and the date on or after which default may be entered. The
attorney general may include in one notice the names of any number of limited liability companies
against which actions are then pending in the same court. The attorney general shall cause a copy of
such notice to be mailed to the registered agent of the limited liability company as shown on the
records of the secretary within ten days after the first publication thereof.
3. The certificate of the attorney general of the mailing of the notice shall be prima facie
evidence of such notice. Such notice shall be published at least once a week for two successive
weeks, and the first publication may begin at any time after the summons has been returned. Unless
a limited liability company has been served with summons, no default shall be taken against it
earlier than thirty days after the first publication of the notice.
(L. 1993 S.B. 66 & 20 § 359.790)
Effective 12-1-93

351.494
Grounds for judicial dissolution.

The circuit court may dissolve a corporation:

(1) In a proceeding by the attorney general if it is established that:
(a) The corporation obtained its articles of incorporation through fraud; or
(b) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by a shareholder if it is established that:
(a) The directors are deadlocked in the management of the corporate affairs, the shareholders
are unable to break the deadlock, and irreparable injury to the corporation is threatened or being
suffered, or the business and affairs of the corporation can no longer be conducted to the advantage
of the shareholders generally because of the deadlock;
(b) The directors or those in control of the corporation have acted, are acting, or will act in a
manner that is illegal, oppressive, or fraudulent;
(c) The shareholders are deadlocked in voting power and have failed, for a period that includes
at least two consecutive annual meeting dates, to elect successors to directors whose terms have
expired; or
(d) The corporate assets are being misapplied or wasted;
(3) In a proceeding by a creditor if it is established that:
(a) The creditor's claim has been reduced to judgment, the execution on the judgment has been
returned unsatisfied, and the corporation is insolvent; or

78
 (b) The corporation has admitted in writing that the creditor's claim is due and owing and the
corporation is insolvent; or
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court
supervision.
(L. 1990 H.B. 1432)

351.496
Procedure for judicial dissolution.

1. Venue for a proceeding by the attorney general to dissolve a corporation lies in Cole
County. Venue for a proceeding brought by any other party named in section 351.494 lies in the
county where a corporation's principal office, or, if none in this state, its registered office, is or was
last located.
2. It is not necessary to make shareholders parties to a proceeding to dissolve a corporation
unless relief is sought against them individually.
3. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a
receiver or custodian pendente lite with all powers and duties the court directs, take other action
required to preserve the corporate assets wherever located, and carry on the business of the
corporation until a full hearing can be held.
(L. 1990 H.B. 1432)

79
Some Special Considerations
Regarding Corporations

80
351.347
Acquisition proposals, board may make recommendation.

1. In exercising its business judgment concerning any acquisition proposal, as defined in

subsection 2 of this section, the board of directors of the corporation may consider the following
factors, among others:
(1) The consideration being offered in the acquisition proposal in relation to the board's
estimate of:
(a) The current value of the corporation in a freely negotiated sale of either the corporation by
merger, consolidation or otherwise, or all or substantially all of the corporation's assets;
(b) The current value of the corporation if orderly liquidated;
(c) The future value of the corporation over a period of years as an independent entity
discounted to current value;
(2) Then existing political, economic and other factors bearing on security prices generally or
the current market value of the corporation's securities in particular;
(3) Whether the acquisition proposal might violate federal, state or local laws;
(4) Social, legal and economic effects on employees, suppliers, customers and others having
similar relationships with the corporation, and the communities in which the corporation conducts
its businesses;
(5) The financial condition and earning prospects of the person making the acquisition
proposal including the person's ability to service its debt and other existing or likely financial
obligations;
(6) The competence, experience and integrity of the person making the acquisition proposal.
2. "Acquisition proposal" means any proposal of any person:
(1) For a tender offer, exchange offer, or other comparable offer for any equity security of the
corporation;
(2) To merge or consolidate the corporation with another corporation; or
(3) To purchase or otherwise acquire all or a substantial part of the assets of the corporation.
3. Nothing in this section shall require any director or corporation to respond to any particular
acquisition proposal nor preclude directors, in exercising their business judgment in other contexts,
from considering factors such as those enumerated in subsection 1 of this section.
(L. 1986 S.B. 565, A.L. 1989 S.B. 141)

351.572
Authority to transact business required.

1. A foreign corporation may not transact business in this state until it obtains a certificate of
authority from the secretary of state.
2. The following activities, among others, do not constitute transacting business within the
meaning of subsection 1 of this section:
(1) Maintaining, defending, or settling any proceeding;
(2) Holding meetings of the board of directors or shareholders or carrying on other activities
concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the
corporation's own securities or maintaining trustees or depositories with respect to those securities;

81
 (5) Creating or acquiring indebtedness, mortgages, and security interests in real or personal
property;
(6) Securing or collecting debts or enforcing mortgages and security interests in property
securing the debts;
(7) Conducting an isolated transaction that is completed within thirty days and that is not one
in the course of repeated transactions of a like nature;
(8) Transacting business in interstate commerce.
3. The list of activities in subsection 2 of this section is not exhaustive.
(L. 1990 H.B. 1432)
CROSS REFERENCE:
Foreign registered limited liability partnership not deemed to be transacting business in this
state under corporate laws, 347.163

351.574
Consequences of transacting business without authority.

1. A foreign corporation transacting business in this state without a certificate of authority may
not maintain a proceeding in any court in this state until it obtains a certificate of authority.
2. The successor to a foreign corporation that transacted business in this state without a
certificate of authority and the assignee of a cause of action rising out of that business may not
maintain a proceeding based on that cause of action in any court in this state until the foreign
corporation or its successor obtains a certificate of authority.
3. A court may stay a proceeding commenced by a foreign corporation, its successor, or
assignee until it determines whether the foreign corporation or its successor requires a certificate of
authority. If it so determines, the court may further stay the proceeding until the foreign corporation
or its successor obtains the certificate.
4. Every foreign corporation now doing business in or which may hereafter do business in this
state without a certificate of authority shall be subject to a fine of not less than one thousand dollars
to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the
secretary of state immediately after August first, of each year, and as often thereafter as he may be
advised that corporations are doing business in contravention of sections 351.572 to 351.604, to
report the fact to the prosecuting attorney of any city or county in which the corporation is doing
business, and the prosecuting attorney shall, as soon thereafter as is practicable, institute
proceedings to recover the fine herein provided for, which shall go into the school moneys fund as
provided by law; in addition to which penalty, no foreign corporation, failing to comply with this
chapter, can maintain any suit or action, either legal or equitable, in any of the courts of this state,
upon any demand, whether arising out of contract or* tort, while the requirements of
sections 351.572 to 351.604 have not been complied with.
5. Notwithstanding subsections 1 and 2 of this section, the failure of a foreign corporation to
obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from
defending any proceeding in this state.
(L. 1990 H.B. 1432)

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351.576
Application for certificate of authority.

1. A foreign corporation may apply for a certificate of authority to transact business in this
state by delivering an application to the secretary of state for filing. The application must set forth:
(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a
corporate name that satisfies the requirements of section 351.584;
(2) The name of the state or country under whose law it is incorporated;
(3) Its date of incorporation and period of duration;
(4) The street address of its principal office;
(5) The address of its registered office in this state and the name of its registered agent at that
office;
(6) The names and usual business addresses of its current directors and officers; and
(7) Such other information as the secretary of state shall determine is necessary to calculate
any fees or taxes associated with the issuance of a certificate of authority under section 351.572.
2. The foreign corporation shall deliver with the completed application a certificate of
existence, or a document of similar import, duly authenticated by the secretary of state or other
official having custody of corporate records in the state or country under whose law it is
incorporated. Such corporation shall be required to pay into the state treasury a fee of one hundred
fifty dollars for issuing the certificate of authority to do business in this state.
(L. 1990 H.B. 1432)

351.582
Effect of certificate of authority.

1. A certificate of authority authorizes the foreign corporation to which it is issued to transact

business in this state subject, however, to the right of the state to revoke the certificate as provided
in this chapter.
2. A foreign corporation with a valid certificate of authority has the same but no greater rights
and has the same but no greater privileges as, and except as otherwise provided by this chapter, is
subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic
corporation of like character.
3. This chapter does not authorize this state to regulate the organization or internal affairs of a
foreign corporation authorized to transact business in this state.
(L. 1990 H.B. 1432)

358.500

Legal existence of a registered limited liability partnership to be recognized--partnership formed in

other jurisdictions, effect.

1. A partnership, including a registered limited liability partnership, formed pursuant to an

agreement governed by the laws of this state may conduct its business, carry on its operations, and
have and exercise the powers granted by this chapter in any state, territory, district or possession of
the United States or in any foreign country.

83
 2. The legal existence of a registered limited liability partnership formed pursuant to an
agreement governed by the laws of this state shall be recognized outside this state and the laws of
this state governing such a registered limited liability partnership shall be granted full faith and
credit under the Constitution of the United States.
3. The internal affairs of a partnership, including a registered limited liability partnership,
formed pursuant to an agreement governed by the laws of this state, including the liability of
partners for debts, obligations, and liabilities of or chargeable to the partnership, shall be subject to
and governed by the laws of this state.
4. The internal affairs of a partnership, including a limited liability partnership, formed
pursuant to an agreement governed by the laws of another jurisdiction, including the liability of
partners for debts, obligations and liabilities of, or chargeable to the partnership, shall be subject to,
and governed by, the laws of such other jurisdiction.
(L. 1995 H.B. 558)

359.491
Foreign limited partnerships, law governing.

Subject to the constitution of this state:

(1) The laws of the state under which a foreign limited partnership is organized govern its
organization and internal affairs and the liability of its limited partners; and
(2) A foreign limited partnership may not be denied registration by reason of any difference
between those laws and the laws of this state.
(L. 1985 H.B. 512 & 650) Effective 1-1-87

359.501
Registration with secretary of state--form--contents.

Before transacting business in this state, a foreign limited partnership shall register with the
secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of
state an application for registration as a foreign limited partnership, signed by a general partner and
setting forth:
(1) The name of the foreign limited partnership and, if different, the name under which it
proposes to register and transact business in this state;
(2) The state and date of its formation;
(3) The name and address of its registered agent and registered office in this state which office
and agent shall be subject to the same rights and limitations as provided in section 359.041;
(4) A statement that the secretary of state is appointed the agent of the foreign limited
partnership for service of process if no agent has been appointed under subdivision (3) of this
section or, if appointed, the agent's authority has been revoked or if the agent cannot be found or
served with the exercise of reasonable diligence;
(5) The address of the office required to be maintained in the state of its organization by the
laws of that state or, if not so required, of the principal office of the foreign limited partnership;
(6) The name and business address of each general partner;
(7) The address of the office at which is kept a list of the names and addresses of the limited
partners and their capital contributions, together with an undertaking by the foreign limited

84
partnership to keep those records until the foreign limited partnership's registration in this state is
cancelled; and
(8) The application shall include a certificate of existence or document of similar import duly
authenticated by the secretary of state or other official having custody of the records in the state or
country whose laws it is registered, such document should be dated within sixty calendar days from
filing for acceptance.
(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432, A.L. 2004 H.B. 1664)

347.151
Foreign limited liability company, conflict of laws.

Subject to the constitution of this state:

(1) The laws of the state or other jurisdiction under which a foreign limited liability company
is organized govern its organization and internal affairs and the liability of its members; and
(2) A foreign limited liability company may not be denied registration by reason of any
difference between those laws and the laws of this state.
(L. 1993 S.B. 66 & 20 § 359.800) Effective 12-1-93

347.153
Foreign company, registration required--application, contents, fee.

1. Before transacting business in this state, a foreign limited liability company shall register in a
format prescribed by the secretary unless otherwise exempt under subdivision (5) of subsection 5 of
section 347.163. In order to register, a foreign limited liability company shall pay the required filing
fee and shall submit to the secretary an application for registration as a foreign limited liability
company signed on its behalf by a manager, member or other authorized agent and setting forth:
(1) The name of the foreign limited liability company and, if different, the name under which it
proposes to register and transact business in this state;
(2) The jurisdiction in which it was formed and date of its formation;
(3) The purpose of the foreign limited liability company or the general character of the
business it proposes to transact in this state;
(4) The name and physical address of its registered agent and registered office in this state,
which office and agent shall be subject to the same rights and limitations as provided in
sections 347.030 and 347.033;
(5) A statement that the secretary is appointed the agent of the foreign limited liability
company for service of process if the limited liability company fails to maintain a registered agent
in this state or if the agent cannot be found or served with the exercise of reasonable diligence;
(6) The address of the office required to be maintained in the jurisdiction of its organization by
the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited
liability company;
(7) A certificate of existence or a document of similar import duly authenticated by the
secretary of state or other official having custody of the records in the state or country under whose
laws it is registered; and
(8) A current certificate of good standing/existence from the secretary of state's office in the
state of domicile, such document should be dated within sixty calendar days from filing.

85
 2. The information provided by the foreign limited liability company under subdivisions (1)
through (8) of subsection 1 of this section shall also be provided for each separate series of the
limited liability company authorized to operate under section 347.186.
(L. 1993 S.B. 66 & 20 § 359.802, A.L. 1998 S.B. 844, A.L. 2004 H.B. 1664, A.L. 2013 H.B.
510)

347.181
Law to apply to interstate and international commerce.

To the fullest extent permitted by law, the provisions of sections 347.010 to 347.187 shall

apply to commerce with foreign nations and among the several states for all purposes including the
determination of the nature and extent of the rights and obligations of a limited liability company
organized hereunder and the liability of its members and managers.
(L. 1993 S.B. 66 & 20 § 359.826) Effective 12-1-93

86
351.310
Board of directors, powers, qualifications, compensation.

The property and business of a corporation shall be controlled and managed by a board of
directors. Qualifications of directors may be prescribed in the articles of incorporation, or in the
bylaws. The compensation of the directors may be set by the board of directors unless otherwise
provided in the articles of incorporation or the bylaws.
(RSMo 1939 § 5346, A.L. 1943 p. 410 § 36, A.L. 1965 p. 532, A.L. 1975 S.B. 14)
Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347
CROSS REFERENCE:
Representative actions by shareholders to enforce corporation's rights, RSMo 507.070

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 required by subsection 1 of
section 351.755, except insofar as chapter 356 contains inconsistent provisions.
3. Sections 351.750 to 351.865 do not repeal or modify any statute or rule of law that is or
would apply to a corporation that is organized pursuant to this chapter or chapter 356 and that does
not elect to become a statutory close corporation pursuant to section 351.755.
4. Sections 351.750 to 351.865 apply to all corporations electing statutory close corporation
status as provided in section 351.755 after August 28, 1990, and are controlling in the absence of a
valid agreement to the contrary.
(L. 1990 H.B. 1432, A.L. 1996 S.B. 835)

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 to include the statement required by subsection 1 of this
section.  The amendment shall be approved by the holders of at least two-thirds of the votes of each
class or series of shares of the corporation, voting as a class or series, whether or not otherwise
entitled to vote on amendments.  If the amendment is adopted, a shareholder who voted against the
amendment is entitled to assert dissenters' rights under sections 351.870 to 351.930.
  3.  The articles of incorporation of a statutory close corporation may set forth the qualifications
of shareholders, either by specifying classes of persons who shall be entitled to be holders of record
of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of
record of shares of any class, or both.
(L. 1990 H.B. 1432)

87
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 incorporation and bylaws,
shareholders' agreements, and other documents, any of which may restrict transfers and affect
voting and other rights, may be obtained by a shareholder on written request to the corporation.
2. Within a reasonable time after the issuance or transfer of uncertificated shares, the
corporation shall send to the shareholders a written notice containing the information required by
subsection 1 of this section.
3. The notice required by this section satisfies all requirements of
sections 351.750 to 351.865 that notice of share transfer restrictions be given.
4. A person claiming an interest in shares of a statutory close corporation which has complied
with the notice requirement of this section is bound by the documents referred to in the notice. A
person claiming an interest in shares of a statutory close corporation which has not complied with
the notice requirement of this section is bound by any documents of which he, or a person through
whom he claims, has knowledge or notice.
5. A corporation shall provide to any shareholder, upon his written request and without charge,
copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in
articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the
corporation.
(L. 1990 H.B. 1432)

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 the articles of incorporation provide otherwise, this section does not
apply to a transfer:
(1) To the corporation or to any other holder of the same class or series of shares;
(2) To members of the shareholder's immediate family, or to a trust, all of whose beneficiaries
are members of the shareholder's immediate family, which immediate family consists of his spouse,
parents, lineal descendants, including adopted children and stepchildren, and the spouse of any
lineal descendant, and brothers and sisters;
(3) That has been approved in writing by all of the holders of the corporation's shares having
general voting rights;
(4) To an executor or administrator upon the death of a shareholder or to a trustee or receiver
as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a
shareholder;
(5) By merger or consolidation under the provisions of sections 351.410 to 351.459 or an
exchange of existing shares for other shares of a different class or series in the corporation;

88
 (6) By a pledge as collateral for a loan that does not grant the pledgee any voting rights
possessed by the pledgor; or
(7) Made after termination of the corporation's status as a statutory close corporation.
(L. 1990 H.B. 1432)

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 who is eligible to purchase the shares under
subsection 2 of this section. The offer by the third person must be in writing and state the offeror's
name and address, the number and class, or series, of shares offered, the offering price per share,
and the other terms of the offer.
2. A third person is eligible to purchase the shares if:
(1) He is eligible to become a qualified shareholder under any federal or state tax statute the
corporation has adopted and he agrees in writing not to terminate his qualification without the
approval of the remaining shareholders; and
(2) His purchase of the shares will not impose a personal holding company tax or similar
federal or state penalty tax on the corporation.
3. The person desiring to transfer shares shall deliver the offer to the corporation, and by doing
so offers to sell the shares to the corporation on the terms of the offer. Within twenty days after the
corporation receives the offer, the corporation shall call a special shareholders' meeting, to be held
not more than forty days after the call, to decide whether the corporation should purchase all, but
not less than all, of the offered shares. The offer must be approved by the affirmative vote of the
holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the
shares covered by the offer.
4. The corporation shall deliver to the offering shareholder written notice of acceptance within
seventy-five days after receiving the offer or the offer is rejected. If the corporation makes a
counteroffer, the shareholder shall deliver to the corporation written notice of acceptance within
fifteen days after receiving the counteroffer or the counteroffer is rejected. If the corporation
accepts the original offer or the shareholder accepts the corporation's counteroffer, the shareholder
shall deliver to the corporation duly endorsed certificates for the shares, or instruct the corporation
in writing to transfer the shares if uncertificated, within twenty days after the effective date of the
notice of acceptance. The corporation may specifically enforce the shareholder's delivery or
instruction obligation under this subsection.
5. A corporation accepting an offer to purchase shares under this section may allocate some or
all of the shares to one or more of its shareholders or to other persons if all the shareholders voting
in favor of the purchase approve the allocation. If the corporation has more than one class or series
of shares, however, the remaining holders of the class or series of shares being purchased are
entitled to a first option to purchase the shares not purchased by the corporation in proportion to
their shareholdings or in some other proportion agreed to by all the shareholders participating in the
purchase.
6. If an offer to purchase shares under this section is rejected, the offering shareholder, for a
period of one hundred twenty days after the corporation received his offer, is entitled to transfer to

89
the third person offeror all, but not less than all, of the offered shares in accordance with the terms
of his offer to the corporation.
(L. 1990 H.B. 1432)

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 transfer that is not binding on the transferee, either because the notice required by
section 351.760 was not given or because the prohibition is held unenforceable by a court, gives the
corporation an option to purchase the shares from the transferee for the same price and on the same
terms that he purchased them. To exercise its option, the corporation shall give the transferee
written notice within thirty days after they are presented for registration in the transferee's name.
The corporation may specifically enforce the transferee's sale obligation upon exercise of its
purchase option.
(L. 1990 H.B. 1432)

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 the corporation to purchase or cause to be
purchased all, but not less than all, of the decedent's shares or to be dissolved.
2. The provisions of sections 351.785 to 351.790 may be modified only if the modification is
set forth or referred to in the articles of incorporation.
3. An amendment to the articles of incorporation to provide for application of
sections 351.785 to 351.790, or to modify or delete the provisions of these sections, shall be
approved by the holders of at least two-thirds of the votes of each class or series of shares of the
statutory close corporation, voting as separate classes or series, whether or not otherwise entitled to
vote on amendments. If the corporation has no shareholders when the amendment is proposed, it
shall be approved by at least two-thirds of the subscribers for shares, if any, or, if none, by all of the
incorporators.
4. A shareholder who votes against an amendment to modify or delete the provisions of
sections 351.785 to 351.790 is entitled to dissenters' rights under sections 351.870 to 351.930, if the
amendment upon adoption terminates or substantially alters his existing rights under these sections
to have his shares purchased.
5. A shareholder may waive his and his estate's rights under sections 351.785 to 351.790 by a
signed writing.
6. Sections 351.785 to 351.790 do not prohibit any other agreement providing for the purchase
of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy
he has independent of these sections.
(L. 1990 H.B. 1432)

90
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 shares beneficially
owned by the decedent and requesting that the corporation offer to purchase the shares.
2. Within twenty days after the effective date of the notice, the corporation shall call a special
shareholders' meeting to be held not more than forty days after the call, to decide whether the
corporation should offer to purchase the shares. A purchase offer shall be approved by the
affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding
votes in respect to the shares covered by the notice.
3. The corporation shall deliver a purchase offer to the person requesting it within seventy-five
days after the effective date of the request notice. A purchase offer shall be accompanied by the
corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months
before the effective date of the request notice, an income statement for that year, a statement of
changes in shareholders' equity for that year, and the latest available interim financial statements, if
any. The person shall accept the purchase offer in writing within fifteen days after receiving it or
the offer is rejected.
4. A corporation agreeing to purchase shares under this section may allocate some or all of the
shares to one or more of its shareholders or to other persons if all the shareholders voting in favor of
the purchase offer approve the allocation. If the corporation has more than one class or series of
shares, however, the remaining holders of the class or series of shares being purchased are entitled
to a first option to purchase the shares not purchased by the corporation in proportion to their
shareholdings or in some other proportion agreed to by all the shareholders participating in the
purchase.
5. If price and other terms of a compulsory purchase of shares are fixed or are to be determined
by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or
determined govern the compulsory purchase unless the purchaser defaults, in which event the seller
is entitled to commence a proceeding for dissolution under the provisions of section 351.790.
(L. 1990 H.B. 1432)

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 county where the corporation's
principal office, or, if none in this state, its registered office, is located. The corporation at its
expense shall notify in writing all of its shareholders, and any other person the court directs, of the
commencement of the proceeding. The jurisdiction of the court in which the proceeding is
commenced under this subsection is plenary and exclusive.
2. The court shall determine the fair value of the shares subject to compulsory purchase in
accordance with the standards set forth in section 351.860 together with terms for the purchase.
Upon making these determinations the court shall order the corporation to purchase or cause the

91
purchase of the shares or empower the person exercising the compulsory purchase right to have the
corporation dissolved.
3. After the purchase order is entered, the corporation may petition the court to modify the
terms of purchase and the court may do so if it finds that changes in the financial or legal ability of
the corporation or other purchaser to complete the purchase justify a modification.
4. If the corporation or other purchaser does not make a payment required by the court's order
within thirty days of its due date, the seller may petition the court to dissolve the corporation and,
absent a showing of good cause for not making the payment, the court shall do so.
5. A person making a payment to prevent or cure a default by the corporation or other
purchaser is entitled to recover the payment from the defaulter.
(L. 1990 H.B. 1432)

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 this section is effective although:
(1) It eliminates a board of directors;
(2) It restricts the discretion of powers of the board of directors or authorizes director proxies
or weighted voting rights;
(3) Its effect is to treat the corporation as a partnership; or
(4) It creates a relationship among the shareholders or between the shareholders and the
corporation that would otherwise be appropriate only among partners.
3. If the corporation has a board of directors, an agreement authorized by this section
restricting the discretion or powers of the board relieves directors of liability imposed by law, and
imposes that liability on each person in whom the board's discretion or power is vested, to the
extent that the discretion or powers of the board of directors are governed by the agreement.
4. A provision eliminating a board of directors in an agreement authorized by this section is
not effective unless the articles of incorporation contain a statement to that effect as required by
section 351.805.
5. A provision entitling one or more shareholders to dissolve the corporation under
section 351.845 is effective only if a statement of this right is contained in the articles of
incorporation.
6. To amend an agreement authorized by this section, all the shareholders shall approve the
amendment in writing unless the agreement provides otherwise.
7. Subscribers for shares may act as shareholders with respect to an agreement authorized by
this section if shares were not issued when the agreement was made.
8. This section does not prohibit any other agreement between or among shareholders in a
statutory close corporation.
(L. 1990 H.B. 1432)

92
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 the corporation, whether or not otherwise entitled to vote on
amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by
all the incorporators.
3. While a corporation is operating without a board of directors as authorized by subsection 1
of this section:
(1) All corporate powers shall be exercised by or under the authority of, and the business and
affairs of the corporation managed under the direction of, the shareholders;
(2) Unless the articles of incorporation provide otherwise, action requiring director approval or
both director and shareholder approval is authorized if approved by the shareholders, and action
requiring a majority or greater percentage vote of the board of directors is authorized if approved by
the majority or greater percentage of the votes of shareholders entitled to vote on the action;
(3) A shareholder is not liable for his act or omission, although a director would be, unless the
shareholder was entitled to vote on the action;
(4) A requirement by a state or the United States that a document delivered for filing contained
a statement that specified action has been taken by the board of directors is satisfied by a statement
that a corporation is a statutory close corporation without a board of directors and that the action
was approved by the shareholders;
(5) The shareholders by resolution may appoint one or more shareholders to sign documents as
"designated directors".
4. An amendment to articles of incorporation deleting the statement eliminating a board of
directors shall be approved by the holders of at least two-thirds of the votes of each class or series
of shares of the corporation, voting as separate classes or series, whether or not otherwise entitled to
vote on amendments. The amendment shall also specify the number, names, and addresses of the
corporation's directors or describe who will perform the duties of a board under section 351.310.(L.
1990 H.B. 1432)

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 corporation status terminates
under section 351.835, the corporation shall immediately adopt bylaws under section 351.290.(L.
1990 H.B. 1432)

93
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 meeting unless one or more
shareholders deliver written notice to the corporation requesting a meeting date determined under
subsection 1 of this section.
(L. 1990 H.B. 1432)

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 holders of two or more offices.
(L. 1990 H.B. 1432)

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.
(L. 1990 H.B. 1432)

351.875
Grounds for shareholder dissent

1. A shareholder is entitled to dissent from, and obtain payment of the fair value of his shares in the
event of, any of the following corporate actions:
(1) Consummation of a plan of merger to which the corporation is a party if shareholder approval is
required for the merger by law or the articles of incorporation and the shareholder is entitled to vote
on the merger; or if the corporation is a subsidiary that is merged with its parent under the
provisions of section 351.447;
(2) Consummation of a sale or exchange of all, or substantially all, of the property of the
corporation other than in the usual and regular course of business, if the shareholder is entitled to
vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to
court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds
of the sale will be distributed to the shareholders within one year after the date of sale;
(3) An amendment of the articles of incorporation that materially and adversely affects rights in
respect of a dissenter's share because it:
94
(a) Alters or abolishes a preferential right of the shares;
(b) Creates, alters or abolishes a right in respect of redemption, including a provision respecting a
sinking fund for the redemption or repurchase, of the shares;
(c) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other
securities; or
(d) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than
a limitation by dilution through issuance of shares or other securities with similar voting rights; or
(4) Any corporate action taken pursuant to a shareholder vote to the extent the articles of
incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting
shareholders are entitled to dissent and obtain payment for their shares.
2. A shareholder entitled to dissent and obtain payment for his shares under sections
351.870 to 351.930 may not challenge the corporate action creating his entitlement unless the action
is unlawful or fraudulent with respect to the shareholder or the corporation.

Statutes are current with emergency legislation approved through July 7, 2017 of the 99th General
Assembly. Constitution is current through the November 8, 2016 General Election.

351.225
Shareholders' meetings prescribed by bylaws.

1. (1) Meetings of shareholders may be held at such place, either within or without this state,
as may be provided in the bylaws. In the absence of any such provisions, all meetings shall be held
at the registered office of the corporation in this state.
(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines
and procedures as the board of directors may adopt, shareholders and proxyholders not physically
present at a meeting of shareholders may, by means of remote communication:
(a) Participate in a meeting of shareholders; and
(b) Be deemed present in person and vote at a meeting of shareholders, whether such meeting
is to be held at a designated place or solely by means of remote communication, provided that:
a. The corporation shall implement reasonable measures to verify that each person deemed
present and permitted to vote at the meeting by means of remote communication is a shareholder or
proxyholder;
b. The corporation shall implement reasonable measures to provide such shareholders and
proxyholders a reasonable opportunity to participate in the meeting and to vote on matters
submitted to the shareholders, including an opportunity to read or hear the proceedings of the
meeting substantially concurrently with such proceedings; and
c. If any shareholder or proxyholder votes or takes other action at the meeting by means of
remote communication, a record of such vote or other action shall be maintained by the corporation.
2. An annual meeting of shareholders for the election of directors shall be held on a day which
each corporation shall fix by its bylaws; and if no day be so provided, then on the second Monday
in the month of January. Failure to hold the annual meeting at the designated time shall not work a
forfeiture or dissolution of the corporation.
3. Special meetings of the shareholders may be called by the board of directors or by such
other person or persons as may be authorized by the articles of incorporation or the bylaws.
(L. 1943 p. 410 § 27, A.L. 1986 S.B. 565, A.L. 2009 S.B. 217)

95
351.230
Shareholders' meetings--notice of, how given, contents of.

1. Written or printed notice of each meeting of shareholders stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than ten or more than seventy days before the date of the meeting, by
or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. Written notice shall include, but not be
limited to, notice by electronic transmission which means any process of communication not
directly involving the physical transfer of paper that is suitable for the retention, retrieval, and
reproduction of information by the recipient.
2. Any notice of a shareholders' meeting sent by mail shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid addressed to the shareholder at his
address as it appears on the records of the corporation.
3. Attendance of a shareholder at any meeting shall constitute a waiver of notice of such
meeting except where a shareholder attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.
(L. 1943 p. 410 § 28, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1991 H.B.
219, A.L. 1998 S.B. 680)

351.235
Meetings, how convened--vote inspectors, when appointed, duties of.

Every meeting, for whatever object, of the shareholders in any corporation shall be convened
by its president, secretary or other officer or any of the persons calling the meeting by a notice
given as herein provided. If the object of such meeting be to elect directors or to take a vote of the
shareholders on any proposition, then, if the bylaws of the corporation require, but not otherwise,
the president or other person presiding at such meeting shall appoint not less than two persons, who
are not directors, inspectors to receive and canvass the votes given at such meeting and certify the
result to him. In all cases where the right to vote any share or shares in any corporation shall be
questioned, it shall be the duty of the inspectors, if any, or the persons conducting the vote to
require the transfer books of such corporation as evidence of shares held in such corporation*, and
all shares that may appear standing thereon in the name of any person or persons shall be voted
upon by such person or persons, directly by themselves or by proxy.
(RSMo 1939 § 5001, A.L. 1943 p. 410 § 29, A.L. 1975 S.B. 14)
Prior revisions: 1929 § 4530; 1919 § 9726; 1909 § 2967
*Word "corporations" appears in original rolls.

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351.240
Inspector's oath.

Any inspector, before he shall enter on the duties of his office, shall take and subscribe the
following oath before any officer authorized by law to administer oaths: "I do solemnly swear, that
I will execute the duties of an inspector of the election now to be held with strict impartiality, and
according to the best of my ability."
(RSMo 1939 § 5002, A.L. 1943 p. 410 § 30)
Prior revisions: 1929 § 4531; 1919 § 9727; 1909 § 2968

351.245

Shares, how voted--control share acquisition proxies, valid when, requirements, shareholder may
authorize another person to act as proxy, procedure--electronic transmission defined.

1. Unless otherwise provided in the articles of incorporation, each outstanding share entitled to
vote under the provisions of the articles of incorporation shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders. If the articles of incorporation provide for more or
less than one vote for any share on any matter, every reference in this chapter to a vote by a
majority or other proportion of stock shall refer to such majority or other proportion of the votes of
such stock.
2. No person shall vote any shares which at that time belong to the corporation which issued
such shares, or which at that time belong to an entity controlled by such corporation. For this
purpose, the corporation controls any entity as to which such corporation either:
(1) Directly or indirectly owns a majority, measured by voting power, of the outstanding stock
or other equity interests entitled to vote for the directors or managers of such entity; or
(2) In the case of a partnership or a member-managed limited liability company, directly or
indirectly owns a majority of the equity interests and also is a member or a general partner. In
addition, no such shares shall be counted as outstanding for quorum purposes. Nothing in this
subsection shall be construed as denying or limiting the right of any corporation or entity to vote
shares of stock held by it in a fiduciary capacity.
3. Unless the articles of incorporation or bylaws provide otherwise, each shareholder in
electing directors shall have the right to cast as many votes in the aggregate as shall equal the
number of votes held by the shareholder in the corporation, multiplied by the number of directors to
be elected at the election, and each shareholder may cast the whole number of votes, either in
person or by proxy, for one candidate, or distribute them among two or more candidates.
4. A shareholder may vote either in person or by proxy. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy. Any proxy delivered
for or in connection with the shareholder authorization of a control share acquisition pursuant to
section 351.407 is valid only if it provides that it is revocable and if it is solicited, appointed, and
received both (a) in accordance with all applicable legal requirements and (b) separate and apart
from the sale or purchase, contract or tender for sale or purchase, or request or invitation for tender
for sale or purchase, of shares of the issuing public corporation. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest
sufficient in law to support an irrevocable power of attorney; except that, as provided in this

97
subsection proxies appointed for or in connection with the shareholder authorization of a control
share acquisition pursuant to section 351.407 shall be revocable at all times prior to the obtaining of
such shareholder authorization, whether or not coupled with an interest. The interest with which it
is coupled need not be an interest in the shares themselves, but it may be such an interest or an
interest in the corporation generally.
5. Without limiting the manner in which a shareholder may authorize a person to act for the
shareholder as proxy pursuant to this section, the following shall constitute a valid means by which
a shareholder may grant such authority:
(1) A shareholder or the shareholder's duly authorized attorney-in-fact may execute a writing
authorizing another person to act for the shareholder as proxy. Execution may be accomplished by
the shareholder or duly authorized attorney-in-fact signing such writing or causing the shareholder's
signature to be affixed to such writing by any reasonable means, including, but not limited to,
facsimile signature;
(2) A shareholder may authorize another person to act for the shareholder as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, facsimile or other means of
electronic transmission, or by telephone, to the person who will be the holder of the proxy or to a
proxy solicitation firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission, provided that any such
telegram, cablegram, facsimile or other means of electronic transmission, or telephonic
transmission shall either set forth or be submitted with information from which it can be determined
that the telegram, cablegram, facsimile or other electronic transmission, or telephonic transmission
was authorized by the shareholder. If it is determined that such telegrams, cablegrams, facsimiles or
other electronic transmissions, or telephonic transmissions are valid, the inspectors or, if there are
no inspectors, such other persons making such determination shall specify the information upon
which they relied. "Electronic transmission" shall mean any process of communication not directly
involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction
of information by the recipient.
(RSMo 1939 §§ 5004, 5007, A.L. 1943 p. 410 § 31, A.L. 1977 S.B. 115, A.L. 1984 S.B. 409,
A.L. 1986 S.B. 565, A.L. 1989 S.B. 141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 1998 S.B.
680, A.L. 1999 S.B. 278, A.L. 2000 S.B. 896)
Prior revisions: 1929 §§ 4533, 4536; 1919 §§ 9729, 9732; 1909 §§ 2970, 2973
CROSS REFERENCE:
Cumulative voting authorized, alternative methods may be provided by law, exceptions, Const.
Art. XI § 6

98
351.246
Shareholders may create voting trust.

Any number of shareholders of a corporation may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for any
period, without regard to the rule against perpetuities or similar rules.
(L. 1965 p. 532)

351.250
Transfer books closed, when.

The board of directors shall have power to close the transfer books of the corporation for a
period not exceeding seventy days preceding the date of any meeting of shareholders or the date of
payment of any dividend or the date for the allotment of rights or the date when any change or
conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the
stock transfer books, unless prohibited by the bylaws, the board of directors may fix in advance a
date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for
the payment of any dividend, or the date for the allotment of rights, or the date when any change or
conversion or exchange of shares shall go into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at the meeting, and any adjournment or postponement
of the meeting, or entitled to receive payment of the dividend, or entitled to the allotment of rights,
or entitled to exercise the rights in respect of the change, conversion or exchange of shares. In such
case only the shareholders who are shareholders of record on the date of closing the transfer books
or on the record date so fixed shall be entitled to notice of, and to vote at, the meeting, and any
adjournment or postponement of the meeting, or to receive payment of the dividend, or to receive
the allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the date of closing of the transfer books or the
record date fixed as mentioned in this section. If the board of directors does not close the transfer
books or set a record date for the determination of the shareholders entitled to notice of, and to vote
at, a meeting of shareholders, only the shareholders who are shareholders of record at the close of
business on the twentieth day preceding the date of the meeting shall be entitled to notice of, and to
vote at, the meeting, and any adjournment or postponement of the meeting; except that, if prior to
the meeting written waivers of notice of the meeting are signed and delivered to the corporation by
all of the shareholders of record at the time the meeting is convened, only the shareholders who are
shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting,
and any adjournment or postponement of the meeting.
(RSMo 1939 § 5003, A.L. 1943 p. 410 § 32, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1989
S.B. 141, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835)
Prior revisions: 1929 § 4532; 1919 § 9728; 1909 § 2969

351.255
Officer to make list of shareholders entitled to vote.

1. The officer having charge of the transfer book for shares of a corporation shall make, at least
ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote
at such meeting, arranged in alphabetical order with the address of and the number of shares held by

99
each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered
office of the corporation and shall be subject to inspection by any shareholder at any time during
usual business hours. Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof kept in this state, shall be
prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.
2. Failure to comply with the requirements of this section shall not affect the validity of any
action taken at such meeting.
3. An officer having charge of the transfer books who shall fail to prepare the list of
shareholders, or keep the same on file for a period of ten days, or produce and keep the same open
for inspection at the meeting, as provided in this section, shall be liable to any shareholder suffering
damage on account of such failure, to the extent of such damage.
(L. 1943 p. 410 § 35)

351.260

Voting of shares standing in name of another corporation, domestic or foreign--deceased person's

shares--receivers--pledges.

1. Shares standing in the name of another corporation, domestic or foreign, may be voted by
such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of
such provision, as the board of directors of such corporation may determine.
2. Shares standing in the name of a deceased person may be voted by his personal
representative, either in person or by proxy. Shares standing in the name of a conservator or trustee
may be voted by such fiduciary, either in person or by proxy, but no conservator or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his
name.
3. Shares standing in the name of a receiver may be voted by such receiver, and shares held by
or under the control of a receiver may be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of the court by which such receiver
was appointed.
4. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares
have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to
vote the shares so transferred.
(RSMo 1939 §§ 5001, 5351, A.L. 1943 p. 410 § 33, A.L. 1983 S.B. 44 & 45)
Prior revisions: 1929 §§ 4530, 4946; 1919 §§ 9726, 10157; 1909 §§ 2967, 3352

351.265
Quorum of outstanding shares--representation by proxy—representation
of false proxy, penalty.

1. Unless otherwise provided in the articles of incorporation or bylaws, a majority of the

outstanding shares entitled to vote at any meeting, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders; provided, that in no event shall a quorum consist
of less than a majority of the outstanding shares entitled to vote, but less than such quorum shall

100
have the right successively to adjourn the meeting as provided in section 351.268. Shares
represented by a proxy which directs that the shares abstain from voting or that a vote be withheld
on a matter, shall be deemed to be represented at the meeting for quorum purposes. Shares as to
which voting instructions are given as to at least one of the matters to be voted on shall also be
deemed to be so represented. If the proxy states how shares will be voted in the absence of
instructions by the shareholder, such shares shall be deemed to be represented at the meeting.
2. In all matters, every decision of a majority of shares entitled to vote on the subject matter
and represented in person or by proxy at a meeting at which a quorum is present shall be valid as an
act of the shareholders, unless a larger vote is required by this chapter, the bylaws, or the articles of
incorporation, provided that in the case of cumulative voting in the election of directors pursuant to
subsection 3 of section 351.245, directors shall be elected by a plurality of the votes of the shares
entitled to vote on the election of the directors and represented in person or by proxy at a meeting at
which a quorum is present. Unless otherwise provided in the articles of incorporation or bylaws,
shares represented by a proxy which directs that the shares abstain from voting or that a vote be
withheld on a matter shall be deemed to be represented at the meeting as to such matter. Shares
represented by a proxy as to which voting instructions are not given as to one or more matters to be
voted on shall not be deemed to be represented at the meeting for purposes of the vote as to such
matter or matters. A proxy which states how shares will be voted in the absence of instructions by
the shareholder as to any matter shall be deemed to give voting instructions as to such matter.
3. Any person who represents a falsified proxy pursuant to this section which the person
knows is false in any material respect shall be guilty of an infraction.
(L. 1943 p. 410 § 34, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 180, A.L. 1995 H.B. 558, A.L.
1996 S.B. 835)

351.267
Five percent of shares of telephone company constitutes quorum,
when--powers of quorum--directors, election by districts
authorized.

1. Notwithstanding other provisions in this chapter, unless a provision in the articles of

incorporation or bylaws requiring a larger percentage is hereafter confirmed or adopted, five
percent of the outstanding voting shares, represented in person or by proxy, constitutes a quorum at
a meeting of shareholders of a corporation organized pursuant to this chapter for the purpose of
providing telephone services and whose articles of incorporation limit the ownership of voting
shares to one share by any one person or shareholder. Such corporations may determine by articles
of incorporation or bylaws to elect directors by districts to further the principle of geographical
representation.
2. Unless a larger vote is required by the articles of incorporation or bylaws of the corporation,
the action of a majority of a quorum is a valid corporate act, including by way of extension but not
of limitation, amendment of articles of incorporation and the increase of bonded indebtedness;
except that with respect to the sale, lease, exchange or other disposition (except by mortgage, deed
of trust or pledge) of all, or substantially all of the property and assets, with or without goodwill, of
the corporation, the vote required in the case of corporations generally shall control.
3. If less than a quorum is present at any meeting, a majority of those present may adjourn the
meeting from time to time without further notice.
(L. 1957 p. 312 § 351.266, A.L. 1996 H.B. 1440)

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351.268

Shareholder's meeting, adjournment due to lack of quorum--postponement, adjournment defined.

1. In addition to the provisions of sections 351.265 and 351.267 regarding the adjournment of

shareholders meetings at which a quorum is not present, unless the bylaws provide to the contrary, a
meeting may be otherwise successively adjourned to a specified date not longer than ninety days
after such adjournment or to another place. Notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than ninety days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the date and place of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the meeting.
2. A shareholder's meeting may be successively postponed by resolution of the board of
directors, unless otherwise provided in the bylaws, to a specified date up to a date ninety days after
such postponement or to another place, provided notice of the date and place of the postponed
meeting, which may be by public notice, is given to each shareholder of record entitled to vote at
the meeting.
3. For purposes of this chapter, "adjournment" means a delay in the date, which may also be
combined with a change in the place, of a meeting after the meeting has been convened;
"postponement" means a delay in the date, which may be combined with a change in the place, of
the meeting before it has been convened, but after the time and place thereof have been set forth in
a notice delivered or given to shareholders; and public notice shall be deemed to have been given if
a public announcement is made by press release reported by a national news service or in a publicly
available document filed with the United States Securities and Exchange Commission.
(L. 1996 S.B. 835, A.L. 2001 S.B. 288, A.L. 2003 S.B. 394)

351.270

Bylaws may require concurrence of greater portion of shares than statutes require.

Whenever with respect to any action to be taken by the shareholders of a corporation the
articles of incorporation or provisions of the bylaws adopted by the shareholders require the vote or
concurrence of the holders of a greater portion of the shares, or of any class or series thereof, than
required by this chapter with respect to such action, the provisions of the articles of incorporation or
such provisions of the bylaws adopted by the shareholders shall control.
(L. 1943 p. 410 § 168, A.L. 1975 S.B. 14)

351.273
Corporate action may be taken without meeting by written consents.

Any action required by this chapter to be taken at a meeting of the shareholders of a

corporation, or any action which may be taken at a meeting of the shareholders, may be taken
without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of

102
the shareholders entitled to vote with respect to the subject matter thereof. Such consents shall have
the same force and effect as a unanimous vote of the shareholders at a meeting duly held, and may
be stated as such in any certificate or document filed under this chapter. The secretary shall file
such consents with the minutes of the meetings of the shareholders.
(L. 1965 p. 532)

351.315
Number of directors, how elected, how removed.

1. A board of directors shall consist of one or more individuals with the number specified or
fixed in accordance with the articles of incorporation or bylaws. Any corporation may elect its
directors for one or more years, not to exceed three years, the time of service and mode of
classification to be provided for by the articles of incorporation or the bylaws of the corporation;
but, there shall be an annual election for such number or proportion of directors as may be found
upon dividing the entire number of directors by the number of years composing a term. At the first
annual meeting of shareholders and at each annual meeting thereafter the shareholders entitled to
vote shall elect directors to hold office until the next succeeding annual meeting, except as herein
provided. Each director shall hold office for the term for which he is elected or until his successor
shall have been elected and qualified.
2. The articles of incorporation may confer upon holders of any class or series of stock the
right to elect one or more directors who shall serve for such term and shall have such voting powers
as shall be stated in the articles of incorporation. The terms of office and voting powers of the
directors elected in the manner so provided in the articles of incorporation may be greater than or
less than those of any other director or class of directors. If the articles of incorporation provide that
directors elected by the holders of a class or series of stock shall have more or less than one vote per
director on any matter, every reference in this chapter to a majority or other proportion of directors
shall refer to a majority or other proportion of the votes such directors are entitled to cast.
3. At a meeting called expressly for that purpose, directors may be removed in the manner
provided in this section. Such meeting shall be held at the registered office or principal business
office of the corporation in this state or in the city or county in this state in which the principal
business office of the corporation is located. Unless the articles of incorporation or the bylaws
provide otherwise, one or more directors or the entire board of directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election
of directors. If the articles of incorporation or bylaws provide for cumulative voting in the election
of directors, if less than the entire board is to be removed, no one of the directors may be removed if
the votes cast against such director's removal would be sufficient to elect such director if then
cumulatively voted at an election of the entire board of directors, or, if there be classes of directors,
at an election of the class of directors of which such director is a part. Whenever the holders of the
shares of any class are entitled to elect one or more directors by the provisions of the articles of
incorporation, the provisions of this section shall apply, in respect of the removal of a director or
directors so elected, to the vote of the holders of the outstanding shares of that class and not to the
vote of the outstanding shares as a whole.
(RSMo 1939 § 5346, A.L. 1943 p. 410 § 37, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1977
S.B. 115, A.L. 1986 S.B. 565, A.L. 1989 S.B. 141, A.L. 2003 S.B. 394, A.L. 2004 H.B. 1664)
Prior revisions: 1929 § 4941; 1919 § 10152; 1909 § 3347

103
351.090
Articles of incorporation, how amended.

1. At any time or times before the corporation has received any payment for any of its shares,
the board of directors may adopt amendments to the articles of incorporation by executing a
certificate of amendment as provided in subsection 1 of section 351.095.
2. After the corporation has received any payment for any of its shares, amendments to the
articles of incorporation may be made only in the following manner:
(1) The board of directors may adopt a resolution setting forth the proposed amendment and
directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual
or a special meeting, except that the proposed amendment need not be adopted by the board of
directors and may be directly submitted by the board of directors to any annual or special meeting
of shareholders;
(2) Written notice setting forth the proposed amendment or a summary of the changes to be
effected thereby shall be given to each shareholder of record entitled to vote thereon within the time
and in the manner provided in section 351.230 for the giving of notice of meetings of shareholders.
If the meeting is an annual meeting, the proposed amendment or summary shall, nevertheless, be
included in the notice of the annual meeting;
(3) At the meeting a vote of the shareholders entitled to vote thereon shall be taken on the
proposed amendment. Subject to subsections 3 and 6 of this section, the proposed amendment shall
be adopted upon receiving the affirmative vote of a majority of the outstanding shares entitled to
vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the
proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the
outstanding shares of each class of shares entitled to vote thereon as a class and of the total shares
entitled to vote thereon.
3. If the articles of incorporation or bylaws provide for cumulative voting in the election of
directors, the number of directors shall not be decreased to less than three by amendment to the
articles of incorporation when the number of shares voting against the proposal for decrease would
be sufficient to elect a director if the shares were voted cumulatively at an election of three
directors. If the articles of incorporation or bylaws do not provide for cumulative voting in the
election of directors, then the number of directors shall only be decreased to less than three by
amendment to the articles of incorporation approved by the affirmative vote of a majority of the
outstanding shares entitled to vote on the amendment.
4. If any amendment made under section 351.085 effects a reduction of stated capital, then the
corporation making the amendment shall comply with the applicable provisions of
sections 351.195 and 351.200, as well as the provisions of this section.
5. Any number of amendments may be submitted to the shareholders and voted on by them at
one meeting.
6. A proposed amendment which provides that section 351.407 does not apply to control share
acquisitions of shares of a corporation shall be adopted upon receiving the affirmative vote of two-
thirds of all outstanding shares entitled to vote thereon, unless any class of shares is entitled to vote
thereon as a class, in which event the proposed amendment shall be adopted upon receiving the
affirmative vote of two-thirds of the outstanding shares of each class of shares entitled to vote
thereon as a class and of the total shares entitled to vote thereon. This subsection shall not affect or
limit the right, power or authority of any issuing public corporation to adopt any other amendment
or to take any other action in addition to an amendment providing for the nonapplicability of

104
section 351.407 to control share acquisitions of the issuing public corporation pursuant to this
section.
7. When a corporation has ten or fewer shareholders, cumulative voting may be abolished only
by an affirmative vote of the holders of at least two-thirds of the outstanding shares.
(L. 1943 p. 410 § 56, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1979 S.B.
216, A.L. 1984 S.B. 409, A.L. 1989 S.B. 141, A.L. 2004 H.B. 1664, A.L. 2006 S.B. 1208)

351.093
Certain shareholders must be permitted to vote, when.

1. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a
proposed amendment to the articles of incorporation, whether or not entitled to vote thereon by the
provisions of such articles if the amendment would increase or decrease the aggregate number of
authorized shares of such class; increase or decrease the par value of the shares of such class; create
a new class of shares having rights and preferences prior or superior to the shares of the class, or
increase the rights and preferences or the number of authorized shares, of any class having rights
and preferences prior or superior to the shares of the class; or alter or change the powers,
preferences, or special rights of the shares of such class so as to affect them adversely. A merger or
consolidation shall not be deemed to involve a proposed amendment to the articles of incorporation.
2. If any proposed amendment would alter or change the powers, preferences, or special rights
of one or more series of any class, so as to affect them adversely, but would not so affect the entire
class, then only the shares of the series so affected by the amendment shall be considered a separate
class for the purpose of this section.
(L. 1979 S.B. 216, A.L. 1983 S.B. 367, A.L. 1997 S.B. 197)

351.400.
Disposition of assets.

A sale, lease, or exchange or other disposition other than by mortgage, deed of trust or pledge,
of all, or substantially all, the property and assets, with or without the goodwill, of a corporation, if
not made in the usual and regular course of its business, may be made upon such terms and
conditions and for such consideration, which may consist, in whole or in part, of money or property,
real or personal, including shares of any other corporation, domestic or foreign, as may be
authorized in the following manner:
(1) The board of directors may adopt a resolution recommending such sale, lease or exchange
or other disposition and directing the submission thereof to a vote at a meeting of shareholders
entitled to vote thereat, which may be either an annual or a special meeting, except that such
proposed sale, lease or exchange need not be adopted by the board of directors and may be directly
submitted to any annual or special meeting of shareholders;
(2) Written or printed notice stating that the purpose, or one of the purposes, of such meeting is
to consider the sale, lease or exchange, or other disposition of all, or substantially all, of the
property and assets of the corporation shall be given to each shareholder of record entitled to vote at
such meeting within the time and in the manner provided by this chapter for the giving of notice of
meetings of shareholders; if such meeting be an annual meeting, such purpose may be included in
the notice of such annual meeting;

105
 (3) At such meeting the shareholders may authorize such sale, lease or exchange, or other
disposition and fix, or may authorize the board of directors to fix, any or all of the terms and
conditions thereof and the consideration to be received by the corporation therefor. Such
authorization shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares entitled to vote at such meeting;
(4) After such authorization by a vote of shareholders, the board of directors nevertheless, in
its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the
rights of third parties under any contracts relating thereto, without further action or approval by
shareholders.
(L. 1943 p. 410 § 72, A.L. 1965 p. 532, A.L. 1975 S.B. 14)

351.425
Voting by shareholders on plan for merger or consolidation.

At each such meeting a vote of the shareholders entitled to vote thereat shall be taken on the
proposed plan of merger or consolidation. The plan of merger or consolidation shall be approved
upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares
entitled to vote at such meeting, of each of such corporations. (L. 1943 p. 410 § 65)

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.
(L. 1990 H.B. 1432)

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.

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 (L. 1990 H.B. 1432)

351.246
Shareholders may create voting trust.

Any number of shareholders of a corporation may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for any
period, without regard to the rule against perpetuities or similar rules.
(L. 1965 p. 532)

351.323

Provisional director appointed by court, when--qualifications, compensation, powers, removal.

1. If a corporation has an even number of directors who are equally divided and cannot agree
as to the management of its affairs, so that its business can no longer be conducted to advantage or
so that there is danger that its property and business will be impaired and lost, the circuit court of
the county where the principal office of the corporation is located may, notwithstanding any
provisions of the articles or bylaws of the corporation and whether or not an action is pending for an
involuntary winding up or dissolution of the corporation, appoint a provisional director pursuant to
this section. Action for the appointment may be filed by one-half of the directors or by the holders
of not less than thirty-three and one-third percent of the outstanding shares.
2. The provisional director shall be an impartial person, who is neither a shareholder nor a
creditor of the corporation, nor related by consanguinity or affinity within the third degree to any of
the other directors or officers of the corporation, or to any judge of the court by which he is
appointed. The provisional director shall have all the rights and powers of a director, and shall be
entitled to notice of the meetings of the board of directors and to vote at such meetings, until the
deadlock in the board of directors is broken or until he is removed by order of the court or by vote
or written consent of the holders of a majority of the voting shares. He shall be entitled to receive
such compensation as may be agreed upon between him and the corporation, and in the absence of
such agreement he shall be entitled to such compensation as shall be fixed by the court. The court
shall remove such provisional director upon the request of one-half of the other directors or by the
holders of not less than thirty-three and one-third percent of the outstanding shares if such
provisional director has served for three or more years and the deadlock in the board of directors
has not been broken.
3. The shareholders or directors of a corporation, and such corporation, shall be considered to
be deadlocked within the meaning of section 351.494 and any and all other provisions of this
chapter, notwithstanding the appointment of a provisional director pursuant to this section, if such
shareholders, directors or corporation would otherwise be deadlocked but for the appointment of
such director.
(L. 1959 H.B. 88, A.L. 1997 S.B. 197, A.L. 1999 S.B. 278)

351.467
Filing for discontinuation of certain corporations--procedure.

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 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 stockholder may file with the circuit court in which the
principal place of business of such corporation is located a petition stating that it desires to
discontinue the business of such corporation and to dispose of the assets used in such business in
accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be
agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached
thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that
copies of such petition and plan have been transmitted in writing to the other stockholder and to the
directors and officers of such corporation.
2. Unless both stockholders file with the court: (1) within ninety days of the date of the filing
of such petition, a certificate similarly executed and acknowledged stating that they have agreed on
such plan, or a modification thereof, and (2) within one hundred eighty days from the date of the
filing of such petition, a certificate similarly executed and acknowledged stating that the
distribution provided by such plan had been completed, the court shall dissolve such corporation
and shall by appointment of one or more trustees or receivers, administer and wind up its affairs in
a method intended to realize the maximum value for the stockholders, including the sale of the
company as a going concern, if appropriate. Either or both of the above periods may be extended by
agreement of the stockholder, evidenced by a certificate similarly executed, acknowledged and filed
with the court prior to the expiration of such period.
3. If, at any time within ninety days prior to the date upon which a petition is filed pursuant to
subsection 1 of this section, shares of a corporation are owned by or for the benefit of persons who
would be deemed related taxpayers for purposes of Section 267 of the Internal Revenue Code of
1986, as amended, or the regulations promulgated thereunder, then such shares shall be deemed
owned by one stockholder for purposes of this section. (L. 1999 S.B. 278)

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Fiduciary Duties Litigation

109
358.210
Partner accountable as a fiduciary.

1. Every partner must account to the partnership for any benefit, and hold as trustee for it any
profits derived by him without the consent of the other partners from any transaction connected
with the formation, conduct, or liquidation of the partnership or from any use by him of its property.
2. This section applies also to the representatives of a deceased partner engaged in the
liquidation of the affairs of the partnership as the personal representatives of the last surviving
partner.
(L. 1949 p. 506 § 21)

359.071
Business transactions of partner with the limited partnership.

Except as provided in the partnership agreement, a partner may lend money to and transact
other business with the limited partnership and, subject to other applicable law, has the same rights
and obligations with respect thereto as a person who is not a partner.
(L. 1985 H.B. 512 & 650)
Effective 1-1-87

347.093.
Member or manager may lend money and transact business.

Except as provided in the operating agreement, a member or manager may lend money to and
transact business with the limited liability company and, subject to other applicable law, has the
same rights and obligations with respect thereto as a person who is not a member or manager.
(L. 1993 S.B. 66 & 20 § 359.752)
Effective 12-1-93

351.327

Financial interest of corporate officers, effect on contracts with corporations--directors setting

their own compensation not a conflict of interest, exception.

1. No contract or transaction between a corporation and one or more of its directors or officers,
or between a corporation and any other corporation, partnership, association, or other organization
in which one or more of its directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest and as to the contract or transaction are
disclosed or are known to the board of directors or committee, and the board of directors or
committee in good faith authorizes the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested directors be less than a quorum; or

110
 (2) The material facts as to his relationship or interest and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or
(3) The contract or transaction is fair as to the corporation as of the time it is authorized or
approved by the board of directors, a committee thereof, or the shareholders.
2. Common or interested directors may be counted in determining the presence of a quorum at
a meeting of the board of directors or a committee which authorizes the contract or transaction.
3. Unless otherwise provided in the articles of incorporation or the bylaws, the setting of the
compensation of directors for services in any capacity by the board of directors pursuant to
section 351.310 shall not be deemed to involve a conflict of interest.
4. The intent of this section is not only to provide against the voiding or voidability of a
contract or transaction, but rather to set forth as well the substantive law on the methods by which a
conflict transaction may be regularized to become an arms length transaction.
(L. 1983 S.B. 367, A.L. 1998 S.B. 680)

351.386
Purposes.

1. Every corporation incorporated under this chapter may engage in any lawful business unless
a more limited purpose is set forth in the articles of incorporation; however, the corporation shall
not be restricted to this limited purpose, unless it has stated it is so restricted in its articles of
incorporation.
2. A corporation engaging in a business that is subject to regulation under another statute of
this state may incorporate under this chapter only if permitted by, and subject to all limitations of,
the other statute.
(L. 1990 H.B. 1432, A.L. 1991 H.B. 219)
Effective 5-29-91

351.395

Conveyance of property not invalid because board of directors has exceeded corporation's
powers--lack of capacity, power asserted, how.

No act of a corporation and no conveyance or transfer of real or personal property to or by a

corporation shall be invalid by reason of the fact that the corporation was without capacity or power
to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power
may be asserted:
(1) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or
acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or
transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to
which the corporation is a party, the court may, if all of the parties to the contract are parties to the
proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such
contract, and in so doing may allow to the corporation or to the other parties to the contract, as the
case may be, compensation for the loss or damage sustained by either of them which may result
from the action of the court in setting aside and enjoining the performance of such contract, but

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anticipated profits to be derived from the performance of the contract shall not be awarded by the
court as a loss or damage sustained;
(2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or
other legal representative, or through shareholders in a representative suit, against the incumbent or
former officers or directors of the corporation;
(3) In a proceeding by the attorney general, as provided in this chapter, to dissolve the
corporation, or in a proceeding by the attorney general to enjoin the corporation from the
transaction of unauthorized business.
(L. 1943 p. 410 § 6, A.L. 1965 p. 532)

347.088

Standard of duty--extent of liabilities and duties--profit or benefit, duty.

1. Except as otherwise provided in the operating agreement an authorized person shall

discharge his or her duty under sections 347.010 to 347.187 and the operating agreement in good
faith, with the care a corporate officer of like position would exercise under similar circumstances,
in the manner a reasonable person would believe to be in the best interest of the limited liability
company, and shall not be liable for any such action so taken or any failure to take such action, if he
or she performs such duties in compliance with this subsection.
2. To the extent that, at law or equity, a member or manager or other person has duties,
including fiduciary duties, and liabilities relating to those duties to the limited liability company or
to another member, manager, or other person that is party to or otherwise bound by an operating
agreement:
(1) Any such member, manager, or other person acting under the operating agreement shall not
be liable to the limited liability company or to any such other member, manager, or other person for
the member's, manager's, or other person's good faith reliance on the provisions of the operating
agreement; and
(2) The member's, manager's or other person's duties and liabilities may be expanded or
restricted by provision in the operating agreement.
3. Except as otherwise provided in the operating agreement, every member or manager, if any,
shall account to the limited liability company and hold as trustee for it any profit or benefit derived
by such person without the informed consent of more than one-half by number of disinterested
managers or members from any transaction connected with the conduct of the business and affairs
or the winding up of the limited liability company, or from any personal use by such person of the
property of the limited liability company, including confidential or proprietary information of the
limited liability company or other matters entrusted to him as a result of his status as manager or
member.
4. Except as provided in subsection 2 of this section or the operating agreement, one who is a
member of a limited liability company in which management is vested in one or more managers and
who is not a manager shall have no duties to the limited liability company or to the other members
solely by reason of acting in his capacity as a member.
(L. 1993 S.B. 66 & 20 § 359.749, A.L. 2004 H.B. 1664)

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351.055
Articles of incorporation, required contents--optional contents.

1. The articles of incorporation shall set forth:

(1) The name of the corporation;
(2) The address, including street and number, if any, of its initial registered office in this state,
and the name of its initial registered agent at such address;
(3) If the aggregate number of shares which the corporation shall have the authority to issue
exceeds thirty thousand shares or the par value exceeds thirty thousand dollars the corporation shall
indicate the number of shares of each class, if any, that are to have a par value and the par value of
each share of each such class, and the number of shares of each class, if any, that are to be without
par value and also a statement of the preferences, qualifications, limitations, restrictions, and the
special or relative rights including convertible rights, if any, in respect of the shares of each class;
(4) The name and physical business or residence address of each incorporator;
(5) The number of years the corporation is to continue, which may be any number or
perpetual;
(6) The purposes for which the corporation is formed.
2. The articles of incorporation may set forth:
(1) The number of directors to constitute the board of directors;
(2) The extent if any to which the preemptive right of a shareholder to acquire additional
shares is limited or denied;
(3) If the incorporators, the directors pursuant to subsection 1 of section 351.090 or the
shareholders pursuant to subsection 2 of section 351.090 choose to do so, a provision eliminating or
limiting the personal liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate
or limit the liability of a director (a) for any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) for acts or omissions not in subjective good faith or which
involve intentional misconduct or a knowing violation of law, (c) pursuant to section 351.345 or (d)
for any transaction from which the director derived an improper personal benefit. No such provision
shall eliminate or limit the liability of a director for any act or omission occurring prior to the date
when such provision becomes effective. On motion to dismiss, a person challenging the
applicability of such a provision shall plead facts challenging such applicability with particularity,
and there shall be no discovery until such motion to dismiss has been determined. All references in
this subdivision to a director shall also be deemed to refer (e) to a member of the person or persons,
if any, who, pursuant to a provision of the articles of incorporation in accordance with this chapter,
exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of
directors by this chapter;
(4) Any other provisions, not inconsistent with law, which the incorporators, the directors
pursuant to subsection 1 of section 351.090 or the shareholders pursuant to subsection 2 of
section 351.090 may choose to insert.
(RSMo 1939 § 5538, A.L. 1943 p. 410 § 50, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975
S.B. 14, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1664)
Prior revisions: 1929 § 4933; 1919 § 10144; 1909 § 3339

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351.355

Officer, director, employee, or agent of corporation indemnified, when, methods authorized.

1. A corporation created under the laws of this state may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or proceeding if he or
she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe
that his or her conduct was unlawful.
2. The corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees, and amounts paid in
settlement actually and reasonably incurred by him in connection with the defense or settlement of
the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation; except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his or her duty to the corporation
unless and only to the extent that the court in which the action or suit was brought determines upon
application that, despite the adjudication of liability and in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses which the court shall
deem proper.
3. Except as otherwise provided in the articles of incorporation or the bylaws, to the extent that
a director, officer, employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in subsections 1 and 2 of this
section, or in defense of any claim, issue or matter therein, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the
action, suit, or proceeding.
4. Any indemnification under subsections 1 and 2 of this section, unless ordered by a court,
shall be made by the corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in this section. The determination shall
be made by the board of directors by a majority vote of a quorum consisting of directors who were

114
not parties to the action, suit, or proceeding, or if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written
opinion, or by the shareholders.
5. Expenses incurred in defending any civil, criminal, administrative, or investigative action,
suit or proceeding may be paid by the corporation in advance of the final disposition of the action,
suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as
authorized in this section.
6. The indemnification provided by this section shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under the articles of incorporation or
bylaws or any agreement, vote of shareholders or disinterested directors or otherwise, both as to
action in his or her official capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a person.
7. A corporation created under the laws of this state shall have the power to give any further
indemnity, in addition to the indemnity authorized or contemplated under other subsections of this
section, including subsection 6, to any person who is or was a director, officer, employee or agent,
or to any person who is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
provided such further indemnity is either (i) authorized, directed, or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized,
directed, or provided for in any bylaw or agreement of the corporation which has been adopted by a
vote of the shareholders of the corporation, and provided further that no such indemnity shall
indemnify any person from or on account of such person's conduct which was finally adjudged to
have been knowingly fraudulent, deliberately dishonest or willful misconduct. Nothing in this
subsection shall be deemed to limit the power of the corporation under subsection 6 of this section
to enact bylaws or to enter into agreements without shareholder adoption of the same.
8. The corporation may purchase and maintain insurance or another arrangement on behalf of
any person who is or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of his or her status as
such, whether or not the corporation would have the power to indemnify him against such liability
under the provisions of this section. Without limiting the power of the corporation to procure or
maintain any kind of insurance or other arrangement the corporation may for the benefit of persons
indemnified by the corporation create a trust fund, establish any form of self insurance, secure its
indemnity obligation by grant of a security interest or other lien on the assets of the corporation, or
establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may
be procured, maintained, or established within the corporation or with any insurer or other person
deemed appropriate by the board of directors regardless of whether all or part of the stock or other
securities of the insurer or other person are owned in whole or in part by the corporation. In the
absence of fraud the judgment of the board of directors as to the terms and conditions of the
insurance or other arrangement and the identity of the insurer or other person participating in an
arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall
not subject the directors approving the insurance or arrangement to liability on any ground

115
regardless of whether directors participating in the approval are beneficiaries of the insurance
arrangement.
9. Any provision of this chapter to the contrary notwithstanding, the provisions of this section
shall apply to all existing and new domestic corporations, including but not limited to banks, trust
companies, insurance companies, building and loan associations, savings bank and safe deposit
companies, mortgage loan companies, corporations formed for benevolent, religious, scientific or
educational purposes and nonprofit corporations.
10. For the purpose of this section, references to "the corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation
so that any person who is or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this section with respect to the resulting or
surviving corporation as he or she would if he or she had served the resulting or surviving
corporation in the same capacity.
11. For purposes of this section, the term "other enterprise" shall include employee benefit
plans; the term "fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and the term "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or
benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(L. 1949 p. 242 § 45a, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L.
1986 S.B. 565, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1664, A.L. 2006 H.B. 1715)

116