Missouri Dissolution Package to Dissolve Corporation
CORPORATE DISSOLUTION
MISSOURI
STATUTORY REFERENCE
MISSOURI REVISED STATUTES, §§ 351.462 through 351.504
In Missouri, a corporation may be dissolved voluntarily, administratively,
or judicially. THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.
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.
A corporation's board of directors may propose dissolution for submission
to the shareholders and may condition its submission of the proposal for
dissolution on any basis. 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 by law.
The corporation must notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting. The notice must state
that the purpose, or one of the purposes, of the meeting is to consider
dissolving the corporation.
Unless the articles of incorporation or the board of directors 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.
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.
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;
(4) If voting by any class of stock or any series of any class of stock
was required, information by statute must be separately provided for each
class of stock or series of stock entitled to vote separately on the plan
to dissolve.
A corporation is dissolved upon the effective date of its articles
of dissolution.
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.
Dissolution of a corporation does not:
(1) Transfer title to the corporation's property;
(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 (any officer or director who conducts business on
behalf of the corporation except as provided by statute 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.
After dissolution is authorized, or the corporation has been dissolved
pursuant to law, a corporation shall dispose of the known claims against
it. The corporation must notify its known claimants in writing by
United States Postal Service of the dissolution at any time after dissolution
is authorized. The written notice must:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than one hundred eighty
days from the effective date of the written notice, by which the dissolved
corporation must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
Other rules of law, including rules on the permissibility of third-party
claims, to the contrary notwithstanding, a claim against a corporation
dissolved without fraudulent intent is barred:
(1) If a claimant who was given the requisite written does
not deliver the claim to the corporation by the deadline;
(2) If a claimant whose claim was rejected by the dissolved corporation
does not commence proceedings to enforce the claim within ninety days from
the effective date of the rejection notice.
A "claim" does not include a contingent liability or a claim based
on an event occurring after the effective date of dissolution.
"Fraudulent intent" is established if it is shown that the sole or primary
purpose of the authorization for dissolution was to defraud shareholders,
creditors or others.
After dissolution is authorized, or the corporation has been dissolved
pursuant to law, a corporation may also publish notice of its dissolution
and request that persons with claims against the corporation present them
in accordance with the notice. The notice must:
(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 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;
(3) At the request of the corporation, be published by the secretary
of state in an electronic format accessible to the public;
(4) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent; and
(5) State that a claim against the corporation will be barred unless
a proceeding to enforce the claim is commenced within two years after the
publication of the notice.
Other rules of law, including rules on the permissibility of third-party
claims, to the contrary notwithstanding, if a corporation dissolved without
fraudulent intent publishes notices in accordance with the statutory provisions,
the claim of each of the following claimants is barred unless the claimant
commences a proceeding to enforce the claim against the dissolved corporation
within two years after the publication date of whichever of the notices
was published last:
(1) A claimant who did not receive written notice pursuant
to section 351.478;
(2) A claimant whose claim was timely sent to the dissolved corporation
but not acted on;
(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.
A claim may be enforced only:
(1) Against the dissolved corporation, to the extent of its
undistributed assets; or
(2) If the assets have been distributed in liquidation, against a shareholder
of the dissolved corporation to the extent of the shareholder's pro rata
share of the claim or the corporate assets distributed to the shareholder
in liquidation, whichever is less, but a shareholder's total liability
for all claims may not exceed the total amount of assets distributed to
the shareholder.
A claim against a corporation dissolved pursuant to statute for
which claim the corporation has a contract of insurance which will indemnify
the corporation for any adverse result from such claim:
(1) Is not subject to the provisions of §351.478 or §351.482,
and may not be barred by compliance with those sections;
(2) May be asserted at any time within the statutory period otherwise
provided by law for such claims;
(3) May be asserted against, and service of process had upon, the dissolved
or dissolving corporation for whom the court, at the request of the party
bringing the suit, shall appoint a defendant ad litem.
Assets of a dissolved corporation that should be transferred to
a creditor, claimant, or shareholder of the corporation who cannot be found
or who is not competent to receive them may be reduced to cash and deposited
with the state treasurer for safekeeping. When the creditor, claimant,
or shareholder furnishes satisfactory proof of entitlement to the amount
deposited, the state treasurer or other appropriate state official shall
pay him or his representative that amount
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