Missouri Laws 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.
Terms Used In Missouri Laws 351.755
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: includes the original articles of incorporation and all amendments thereto, and includes articles of merger or consolidation. See Missouri Laws 351.015
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Shareholder: means one who is a holder of record of shares in a corporation. See Missouri Laws 351.015
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.