Missouri Laws 355.096 – Articles of incorporation — contents
1. One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
2. The articles of incorporation adopted after July 1, 1995, must set forth:
Terms Used In Missouri Laws 355.096
- articles: amended and restated articles of incorporation and articles of merger. See Missouri Laws 355.066
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- board of directors: the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355. See Missouri Laws 355.066
- Bylaws: the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. See Missouri Laws 355.066
- Class: a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. See Missouri Laws 355.066
- 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.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Directors: individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Missouri Laws 355.066
- Distribution: the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers. See Missouri Laws 355.066
- following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
- Mutual benefit corporation: a domestic corporation which is formed as a mutual benefit corporation pursuant to sections 355. See Missouri Laws 355.066
- Public benefit corporation: a domestic corporation which is formed as a public benefit corporation pursuant to sections 355. See Missouri Laws 355.066
- Secretary: the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355. See Missouri Laws 355.066
- State: when referring to a part of the United States, includes a state or commonwealth, and its agencies and governmental subdivisions, and any territory or insular possession, and its agencies and governmental subdivisions, of the United States. See Missouri Laws 355.066
(1) A corporate name for the corporation that satisfies the requirements of section 355.146;
(2) One of the following statements:
(a) This corporation is a public benefit corporation; or
(b) This corporation is a mutual benefit corporation;
(3) The street address of the corporation’s initial registered office and the name of its initial registered agent at that office;
(4) The name and address of each incorporator;
(5) Whether or not the corporation will have members; and
(6) Provisions not inconsistent with law regarding the distribution of assets on dissolution.
3. The articles of incorporation may set forth:
(1) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(2) The names and addresses of the individuals who are to serve as the initial directors;
(3) Provisions not inconsistent with law regarding:
(a) Managing and regulating the affairs of the corporation;
(b) Defining, limiting, and regulating the powers of the corporation, its board of directors, and members, or any class of members; and
(c) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members;
(4) Any provision that under this chapter is required or permitted to be set forth in the bylaws.