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Chapter 607 CORPORATIONS

• 607.0101 Short title.
• 607.0102 Reservation of power to amend or repeal.
• 607.0120 Filing requirements.
• 607.0121 Forms.
• 607.0122 Fees for filing documents and issuing certificates.
• 607.0123 Effective time and date of document.
• 607.0124 Correcting filed document.
• 607.0125 Filing duties of Department of State.
• 607.0126 Appeal from Department of State’s refusal to file document.
• 607.0127 Evidentiary effect of copy of filed document.
• 607.0128 Certificate of status.
• 607.0130 Powers of Department of State.
• 607.01401 Definitions.
• 607.0141 Notice.
• 607.0201 Incorporators.
• 607.0202 Articles of incorporation; content.
• 607.0203 Incorporation.
• 607.0204 Liability for preincorporation transactions.
• 607.0205 Organizational meeting of directors.
• 607.0206 Bylaws.
• 607.0207 Emergency bylaws.
• 607.0301 Purposes and application.
• 607.0302 General powers.
• 607.0303 Emergency powers.
• 607.0304 Ultra vires.
• 607.0401 Corporate name.
• 607.0403 Registered name; application; renewal; revocation.
• 607.0501 Registered office and registered agent.
• 607.0502 Change of registered office or registered agent; resignation of registered agent.
• 607.0504 Service of process, notice, or demand on a corporation.
• 607.0505 Registered agent; duties.
• 607.0601 Authorized shares.
• 607.0602 Terms of class or series determined by board of directors.
• 607.0603 Issued and outstanding shares.
• 607.0604 Fractional shares.
• 607.0620 Subscriptions for shares.
• 607.0621 Issuance of shares.
• 607.0622 Liability for shares issued before payment.
• 607.0623 Share dividends.
• 607.0624 Share options.
• 607.0625 Form and content of certificates.
• 607.0626 Shares without certificates.
• 607.0627 Restriction on transfer of shares and other securities.
• 607.0628 Expenses of issue.
• 607.0630 Shareholders’ preemptive rights.
• 607.0631 Corporation’s acquisition of its own shares.
• 607.06401 Distributions to shareholders.
• 607.0701 Annual meeting.
• 607.0702 Special meeting.
• 607.0703 Court-ordered meeting.
• 607.0704 Action by shareholders without a meeting.
• 607.0705 Notice of meeting.
• 607.0706 Waiver of notice.
• 607.0707 Record date.
• 607.0720 Shareholders’ list for meeting.
• 607.0721 Voting entitlement of shares.
• 607.0722 Proxies.
• 607.0723 Shares held by nominees.
• 607.0724 Corporation’s acceptance of votes.
• 607.0725 Quorum and voting requirements for voting groups.
• 607.0726 Action by single and multiple voting groups.
• 607.0728 Voting for directors; cumulative voting.
• 607.0730 Voting trusts.
• 607.0731 Shareholders’ agreements.
• 607.0732 Shareholder agreements.
• 607.07401 Shareholders’ derivative actions.
• 607.0801 Requirement for and duties of board of directors.
• 607.0802 Qualifications of directors.
• 607.0803 Number of directors.
• 607.0804 Election of directors by certain voting groups.
• 607.0805 Terms of directors generally.
• 607.0806 Staggered terms for directors.
• 607.0807 Resignation of directors.
• 607.0808 Removal of directors by shareholders.
• 607.0809 Vacancy on board.
• 607.08101 Compensation of directors.
• 607.0820 Meetings.
• 607.0821 Action by directors without a meeting.
• 607.0822 Notice of meetings.
• 607.0823 Waiver of notice.
• 607.0824 Quorum and voting.
• 607.0825 Committees.
• 607.0830 General standards for directors.
• 607.0831 Liability of directors.
• 607.0832 Director conflicts of interest.
• 607.0833 Loans to officers, directors, and employees; guaranty of obligations.
• 607.0834 Liability for unlawful distributions.
• 607.08401 Required officers.
• 607.0841 Duties of officers.
• 607.0842 Resignation and removal of officers.
• 607.0843 Contract rights of officers.
• 607.0850 Indemnification of officers, directors, employees, and agents.
• 607.0901 Affiliated transactions.
• 607.0902 Control-share acquisitions.
• 607.1001 Authority to amend the articles of incorporation.
• 607.1002 Amendment by board of directors.
• 607.10025 Shares; combination or division.
• 607.1003 Amendment by board of directors and shareholders.
• 607.1004 Voting on amendments by voting groups.
• 607.1005 Amendment before issuance of shares.
• 607.1006 Articles of amendment.
• 607.1007 Restated articles of incorporation.
• 607.1008 Amendment pursuant to reorganization.
• 607.1009 Effect of amendment.
• 607.1020 Amendment of bylaws by board of directors or shareholders.
• 607.1021 Bylaw increasing quorum or voting requirements for shareholders.
• 607.1022 Bylaw increasing quorum or voting requirements for directors.
• 607.1101 Merger.
• 607.1102 Share exchange.
• 607.1103 Action on plan.
• 607.1104 Merger of subsidiary corporation.
• 607.11045 Holding company formation by merger by certain corporations.
• 607.1105 Articles of merger or share exchange.
• 607.1106 Effect of merger or share exchange.
• 607.1107 Merger or share exchange with foreign corporations.
• 607.1108 Merger of domestic corporation and other business entity.
• 607.1109 Articles of merger.
• 607.11101 Effect of merger of domestic corporation and other business entity.
• 607.1112 Conversion of domestic corporation into another business entity.
• 607.1113 Certificate of conversion.
• 607.1114 Effect of conversion of domestic corporation into another business entity.
• 607.1115 Conversion of another business entity to a domestic corporation.
• 607.1201 Sale of assets in regular course of business and mortgage of assets.
• 607.1202 Sale of assets other than in regular course of business.
• 607.1301 Appraisal rights; definitions.
• 607.1302 Right of shareholders to appraisal.
• 607.1303 Assertion of rights by nominees and beneficial owners.
• 607.1320 Notice of appraisal rights.
• 607.1321 Notice of intent to demand payment.
• 607.1322 Appraisal notice and form.
• 607.1323 Perfection of rights; right to withdraw.
• 607.1324 Shareholder’s acceptance of corporation’s offer.
• 607.1326 Procedure if shareholder is dissatisfied with offer.
• 607.1330 Court action.
• 607.1331 Court costs and counsel fees.
• 607.1332 Disposition of acquired shares.
• 607.1333 Limitation on corporate payment.
• 607.1401 Dissolution by incorporators or directors.
• 607.1402 Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.
• 607.1403 Articles of dissolution.
• 607.1404 Revocation of dissolution.
• 607.1405 Effect of dissolution.
• 607.1406 Known claims against dissolved corporation.
• 607.1407 Unknown claims against dissolved corporation.
• 607.1420 Grounds for administrative dissolution.
• 607.1421 Procedure for and effect of administrative dissolution.
• 607.1422 Reinstatement following administrative dissolution.
• 607.1423 Appeal from denial of reinstatement.
• 607.1430 Grounds for judicial dissolution.
• 607.1431 Procedure for judicial dissolution.
• 607.1432 Receivership or custodianship.
• 607.1433 Judgment of dissolution.
• 607.1434 Alternative remedies to judicial dissolution.
• 607.1435 Provisional director.
• 607.1436 Election to purchase instead of dissolution.
• 607.14401 Deposit with Department of Financial Services.
• 607.1501 Authority of foreign corporation to transact business required.
• 607.1502 Consequences of transacting business without authority.
• 607.1503 Application for certificate of authority.
• 607.1504 Amended certificate of authority.
• 607.1505 Effect of certificate of authority.
• 607.1506 Corporate name of foreign corporation.
• 607.1507 Registered office and registered agent of foreign corporation.
• 607.1508 Change of registered office and registered agent of foreign corporation.
• 607.1509 Resignation of registered agent of foreign corporation.
• 607.15101 Service of process, notice, or demand on a foreign corporation.
• 607.1520 Withdrawal of foreign corporation.
• 607.1530 Grounds for revocation of authority to transact business.
• 607.1531 Procedure for and effect of revocation.
• 607.15315 Revocation; application for reinstatement.
• 607.1532 Appeal from revocation.
• 607.1601 Corporate records.
• 607.1602 Inspection of records by shareholders.
• 607.1603 Scope of inspection right.
• 607.1604 Court-ordered inspection.
• 607.1605 Inspection of records by directors.
• 607.1620 Financial statements for shareholders.
• 607.1621 Other reports to shareholders.
• 607.1622 Annual report for Department of State.
• 607.1701 Application to existing domestic corporation.
• 607.1702 Application to qualified foreign corporations.
• 607.1711 Application to foreign and interstate commerce.
• 607.1801 Domestication of foreign corporations.
• 607.1805 Procedures for conversion to professional service corporation.
• 607.1904 Estoppel.
• 607.1907 Effect of repeal of prior acts.
• 607.193 Supplemental corporate fee.