Chapter 351 General and Business Corporations
- 351.010. Title of Law.
- 351.015. Definitions.
- 351.017. Independent legal significance doctrine applicable to sections in this chapter.
- 351.020. What corporations may organize under this law.
- 351.025. Corporation organized under special law may file certification of acceptance of this law.
- 351.030. Organization of street railroad, telegraph and telephone corporations, booming and rafting corporations.
- 351.035. Bridge corporations--organization--powers.
- 351.040. Use of streets by bridge corporations--damages to abutting property.
- 351.045. Condemnation of lands and easements of light and air--procedure.
- 351.046. Filing requirements--filing signifies document is correct.
- 351.047. Forms.
- 351.048. Effective dates of filing of documents--delayed effective date.
- 351.049. Correcting filed documents--fee.
- 351.050. Incorporators, duties--ownership and acquisition of shares, how construed.
- 351.051. Documents filed, when--refusal to file--duty to file.
- 351.053. Liability for preincorporation transactions.
- 351.055. Articles of incorporation, required contents--optional contents.
- 351.060. Filing of articles of incorporation--certificate of incorporation.
- 351.065. Incorporation tax or fee.
- 351.075. Certificate of incorporation is evidence of corporate existence.
- 351.076. Certificate of good standing.
- 351.080. First meeting and organization of board.
- 351.085. Amendment of articles of incorporation permitted.
- 351.090. Articles of incorporation, how amended.
- 351.093. Certain shareholders must be permitted to vote, when.
- 351.095. Certificate of amendment, contents of.
- 351.100. Certificate of amendment, secretary of state to file and certify, when.
- 351.105. When amendment shall become effective.
- 351.106. Restatement of articles of incorporation.
- 351.107. Restated articles of incorporation may be amended at time of restatement.
- 351.110. Name of corporation regulated.
- 351.115. Reservation of right to exclusive use of corporate name, time period.
- 351.120. Corporate registration report required, when--change in registered office or agent to be filed with report.
- 351.122. Option of biennial filing of corporate registration reports.
- 351.125. Fees.
- 351.127. Additional fee--expiration date.
- 351.140. Registration, form--subject to false declaration penalties--notice on form required.
- 351.145. Notice provided for corporate registration report.
- 351.150. Failure to comply not excused for lack of notice.
- 351.155. Duplicate forms, when furnished.
- 351.156. Evidentiary effect of copy of filed document.
- 351.160. Shares or bonds shall be for money paid, labor or property actually received--bonded indebtedness, how incurred.
- 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.
- 351.170. Expenses of organization or reorganization, how paid.
- 351.175. Subscriptions for shares--payment--failure to pay--notice for payment or forfeiture.
- 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
- 351.182. Stock warrants, options--terms--consideration.
- 351.185. Consideration for shares--exchange or conversion of shares.
- 351.190. A corporation may determine that only a part of the consideration for which shares may be issued shall be stated capital, when.
- 351.195. Reduction of stated capital, how made.
- 351.200. Redemption or purchase of own shares--retirement of shares.
- 351.205. Preferred shares issued before November 21, 1943, without redemption provisions, how redeemed.
- 351.210. Paid-in surplus--its distribution and restrictions.
- 351.215. Books and records, minutes of meeting--shareholder's right to examine--acquiring person's demand deemed proper, when--penalty.
- 351.220. Payment of dividends on shares of stock.
- 351.225. Shareholders' meetings prescribed by bylaws.
- 351.230. Shareholders' meetings--notice of, how given, contents of.
- 351.235. Meetings, how convened--vote inspectors, when appointed, duties of.
- 351.240. Inspector's oath.
- 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.
- 351.246. Shareholders may create voting trust.
- 351.250. Transfer books closed, when.
- 351.255. Officer to make list of shareholders entitled to vote.
- 351.260. Voting of shares standing in name of another corporation, domestic or foreign--deceased person's shares--receivers--pledges.
- 351.265. Quorum of outstanding shares--representation by proxy--representation of false proxy, penalty.
- 351.267. Five percent of shares of telephone company constitutes quorum, when--powers of quorum--directors, election by districts authorized.
- 351.268. Shareholder's meeting, adjournment due to lack of quorum--postponement, adjournment defined.
- 351.270. Bylaws may require concurrence of greater portion of shares than statutes require.
- 351.273. Corporate action may be taken without meeting by written consents.
- 351.275. Limitation of shareholder's obligation to corporation or its creditors.
- 351.280. When execution may be levied against shareholders.
- 351.285. Secretary shall give names and addresses of shareholders to officers holding executions against corporation.
- 351.290. Bylaws, how adopted and amended.
- 351.295. Stock certificate, form, contents, authorized signatures.
- 351.300. Fractional shares, how issued.
- 351.305. Preemptive right of shareholder to acquire additional shares, limited, how.
- 351.310. Board of directors, powers, qualifications, compensation.
- 351.315. Number of directors, how elected, how removed.
- 351.317. Directors of corporations, removal of, when, how.
- 351.320. Board vacancy, how filled.
- 351.323. Provisional director appointed by court, when--qualifications, compensation, powers, removal.
- 351.325. Board, quorum.
- 351.327. Financial interest of corporate officers, effect on contracts with corporations--directors setting their own compensation not a conflict of interest, exception.
- 351.330. Two or more directors shall constitute committee, when.
- 351.335. Board meetings, where and how held.
- 351.340. Board meetings, where and how held.
- 351.345. Liability of directors.
- 351.347. Acquisition proposals, board may make recommendation.
- 351.355. Officer, director, employee, or agent of corporation indemnified, when, methods authorized.
- 351.360. Officers--how chosen--powers and duties.
- 351.365. Removal of officer or agent, when.
- 351.370. Registered office and registered agent.
- 351.375. Change of address of registered office or agent, how made.
- 351.376. Resignation of agent.
- 351.380. Process served on registered agent.
- 351.385. Powers of corporation.
- 351.386. Purposes.
- 351.387. Definitions.
- 351.388. Private and public corporations authorized to apply for and operate foreign trade zones.
- 351.390. Corporation's powers to purchase, hold, transfer or dispose of its own shares.
- 351.395. Conveyance of property not invalid because board of directors has exceeded corporation's powers--lack of capacity, power asserted, how.
- 351.400. Disposition of assets.
- 351.405. Rights of dissenting shareholder--sale or exchange of assets.
- 351.407. Control shares acquisition procedures--exceptions.
- 351.410. Merger procedure.
- 351.415. Consolidation procedure.
- 351.420. Merger plan to be submitted to shareholders, procedure.
- 351.425. Voting by shareholders on plan for merger or consolidation.
- 351.430. Summary of articles of merger or consolidation filed--contents.
- 351.435. Certain originals to be delivered to secretary of state who shall issue certificate of merger or consolidation.
- 351.440. (Repealed L. 2001 S.B. 288 § A)
- 351.445. Certificate of merger returned to surviving or new corporation.
- 351.447. Corporation holding ninety percent of the shares of another may merge without election, when.
- 351.448. Merger without shareholders' vote, when--requirements, results.
- 351.450. New status after merger or consolidation has been effected.
- 351.455. Shareholder entitled to appraisal and payment of fair value, when--remedy exclusive, when.
- 351.458. Merger or consolidation with foreign corporation--procedure.
- 351.459. Definitions--business combinations, requirements--permitted combinations--exceptions.
- 351.461. Merger of domestic corporation.
- 351.462. Dissolution by incorporators or initial directors.
- 351.464. Dissolution by board of directors and shareholders.
- 351.466. Dissolution by consent of all shareholders.
- 351.467. Filing for discontinuation of certain corporations--procedure.
- 351.468. Articles of dissolution.
- 351.474. Revocation of dissolution.
- 351.476. Effect of dissolution.
- 351.478. Known claims against dissolved corporation.
- 351.482. Unknown claims against dissolved corporation.
- 351.483. Certain claims against insured dissolved corporations, limitations.
- 351.484. Grounds for administrative dissolution.
- 351.486. Procedure and effect of administrative dissolution.
- 351.488. Reinstatement following dissolution--name of reinstated corporation--administrative dissolution, effect of.
- 351.492. Appeal from denial of reinstatement.
- 351.494. Grounds for judicial dissolution.
- 351.496. Procedure for judicial dissolution.
- 351.498. Receivership or custodianship.
- 351.502. Decree of dissolution.
- 351.504. Deposit with state treasurer.
- 351.522. Request for termination--contents--fees.
- 351.526. Certain corporations, directors and officers as trustees.
- 351.572. Authority to transact business required.
- 351.574. Consequences of transacting business without authority.
- 351.576. Application for certificate of authority.
- 351.578. Amended certificate of authority.
- 351.582. Effect of certificate of authority.
- 351.584. Corporate name of foreign corporation.
- 351.586. Registered office and agent of foreign corporation.
- 351.588. Change of registered office of agent of foreign corporation.
- 351.592. Resignation of registered agent of foreign corporation.
- 351.594. Service on foreign corporation.
- 351.596. Withdrawal of foreign corporation, procedure.
- 351.598. Revocation.
- 351.602. Procedure and effect of revocation.
- 351.604. Reinstatement of revoked certificate--appeal of revocation.
- 351.606. Statutory merger, foreign corporation, filing required.
- 351.608. No prior approval by state agency necessary for acquisition of stocks and bonds by foreign corporations, when.
- 351.609. Records possessed by corporations providing certain services to the public, definitions--applicability of section--records provided under subpoena or warrant--accelerated or extended time for
- 351.655. Waiver of notice equivalent to giving of notice.
- 351.657. Abstract of corporate or registration record, fee--certification by secretary of state, fee--no fees, who--public inspection authorized--information by telephone, what given.
- 351.658. Fees for corporate filings with secretary of state.
- 351.660. Power and authority of secretary of state.
- 351.665. Secretary of state may examine books and records--penalty for disclosing information.
- 351.670. Disapproval of articles of incorporation, amendment, merger--forfeiture of certificate of authority--review.
- 351.675. Fees paid to director of revenue.
- 351.680. Deposit of registration moneys.
- 351.685. Administrative personnel--compensation.
- 351.690. Applicability of chapter to certain corporations.
- 351.695. Law not to affect rights, privileges, immunities and franchises, suits pending, under provisions of prior laws.
- 351.700. Powers of general assembly.
- 351.705. No exemption from antitrust law.
- 351.710. Penalty for refusal to exhibit books and records.
- 351.713. Penalty for signing false documents.
- 351.715. Penalty for violations.
- 351.720. Punishment when convicted of misdemeanor.
- 351.750. Application of law.
- 351.755. Definition--election of status.
- 351.760. Notice of status on issued shares.
- 351.765. Share transfer prohibition.
- 351.770. Share transfer after first refusal by corporation.
- 351.775. Attempted share transfer in breach of prohibition.
- 351.780. Compulsory purchase of shares after death of shareholder.
- 351.785. Exercise of compulsory purchase right.
- 351.790. Court action to compel purchase.
- 351.800. Shareholder agreements.
- 351.805. Elimination of board of directors.
- 351.810. Bylaws.
- 351.815. Annual meeting.
- 351.820. Execution of documents in more than one capacity.
- 351.825. Limited liability.
- 351.830. Merger--share exchange--sale of assets.
- 351.835. Termination of close corporation status.
- 351.840. Effect of termination of close corporation status.
- 351.845. Shareholder option to dissolve corporation.
- 351.850. Court action to protect shareholders.
- 351.855. Ordinary relief.
- 351.860. Extraordinary relief--share purchase.
- 351.865. Extraordinary relief--dissolution.
- 351.870. Definitions.
- 351.875. Grounds for shareholder dissent.
- 351.880. Rights of partial dissenter.
- 351.885. Meeting notice to state shareholder may be entitled to assert dissenters' rights.
- 351.890. Written notice of intent to demand payment for shares.
- 351.895. Written dissenters' notice--contents.
- 351.900. Shareholder to demand payment and deposit certificates.
- 351.905. Restricted transfer of uncertificated shares.
- 351.910. Payment for fair value of shares.
- 351.915. Time period--release of transfer restrictions.
- 351.920. Withholding of payment from dissenter--grounds.
- 351.925. Right to demand payment--notification of fair value.
- 351.930. Proceeding to determine fair value of shares.
- 351.935. Participation in administrative proceedings.