Missouri Laws 355.726 – Judicial dissolution
1. The circuit court may dissolve a corporation:
(1) In a proceeding by the attorney general if it is established that:
Terms Used In Missouri Laws 355.726
- 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.
- 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
- 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
- Fraud: Intentional deception resulting in injury to another.
- Mutual benefit corporation: a domestic corporation which is formed as a mutual benefit corporation pursuant to sections 355. See Missouri Laws 355.066
- Person: includes any individual or entity. See Missouri Laws 355.066
- Proceeding: includes civil suits and criminal, administrative, and investigatory actions. 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
- Voting power: the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Missouri Laws 355.066
(a) The corporation obtained its articles of incorporation through fraud;
(b) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(c) The corporation is a public benefit corporation other than a church or convention or association of churches and the corporate assets are being misapplied or wasted; or
(d) The corporation is a public benefit corporation other than a church or convention or association of churches and is no longer able to carry out its purposes;
(2) Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:
(a) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;
(b) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;
(c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;
(d) The corporate assets are being misapplied or wasted; or
(e) The corporation is a public benefit corporation and is no longer able to carry out its purposes;
(3) In a proceeding by a creditor if it is established that:
(a) The creditor’s claim has been reduced to a judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or
(b) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
2. Prior to dissolving a corporation, the court shall consider whether:
(1) There are reasonable alternatives to dissolution;
(2) Dissolution is in the public interest, if the corporation is a public benefit corporation other than a church or convention or association of churches;
(3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.