351.190. A corporation may determine that only a part of the consideration for which shares may be issued shall be stated capital, when.
A corporation may determine that only a part of the consideration forwhich shares may be issued shall be stated capital, when.
351.190. 1. A corporation may determine that only a part ofthe consideration for which its shares may be issued, from timeto time, shall be stated capital; provided, that in the event ofany such determination:
(1) If the shares issued shall consist wholly of shareshaving a par value, then the stated capital represented by suchshares shall be the aggregate par value of the shares so issued;
(2) If the shares issued shall consist wholly of shareswithout par value, all of which have a preferential right in theassets of the corporation in the event of its involuntaryliquidation, then the stated capital represented by such sharesshall not be less than the aggregate preferential amount payableupon such shares in the event of involuntary liquidation;
(3) If the shares issued consist wholly of shares withoutpar value, and none of such shares has a preferential right inthe assets of the corporation in the event of its involuntaryliquidation, then the stated capital represented by such sharesshall be the total consideration received therefor less such partthereof as may be allocated to paid-in surplus;
(4) If the shares issued shall consist of several or all ofthe classes of shares enumerated in subdivisions (1), (2) and (3)of this subsection, then the stated capital represented by suchshares shall not be less than the aggregate par value of anyshares so issued having a par value and the aggregatepreferential amount payable upon any shares so issued without parvalue having a preferential right in the event of involuntaryliquidation.
2. In order to determine that only a part of theconsideration for which shares without par value may be issuedfrom time to time shall be stated capital, the board of directorsshall adopt a resolution setting forth the part of suchconsideration allocated to stated capital and the part otherwiseallocated, and expressing such allocation in dollars. If theboard of directors shall not have determined at the time of theissuance of any shares issued for cash, or within sixty daysafter the issuance of any shares issued for labor or servicesactually performed for the corporation or issued for propertyother than cash, that only a part of the consideration for sharesso issued shall be stated capital, then the stated capital of thecorporation represented by such shares shall be an amount equalto the aggregate par value of all such shares having a par value,plus the consideration received from all such shares without parvalue.
3. The stated capital of the corporation may be increasedfrom time to time by resolution of the board of directorsdirecting that all or a part of the surplus of the corporation betransferred to stated capital. The board of directors may directthat the amount of the surplus so transferred shall be deemed tobe stated capital in respect of any designated class of shares.
(L. 1943 p. 410 § 20)(1966) Reduction of nominal capitalization of corporation is regarded as a fundamental change in corporation and in the absence of a specific statute authorizing it, corporation may not reduce the number of its authorized shares of stock in the sense of permanently retiring a portion of them, and purchase of its own shares by corporation constitutes reduction of its capital, at least if corporation has no surplus or if it cancels and retires the stock. State v. Culley (Mo.), 399 S.W.2d 49.