Missouri Laws 356.201 – Election to function as general and business corporation — how made — ..
1. Subject to the restrictions of applicable licensing authorities a professional corporation may elect, at any time, upon the vote of the owners of a majority of the issued and outstanding voting securities of the professional corporation, to amend its articles of incorporation so as to prohibit its continued operation under sections 356.011 to 356.261 and to substitute therefor authority to function as a corporation under chapter 351, and to remove the words “Professional Corporation” or the letters “P.C.” from its corporate name. If such election is made, an amendment to the articles of incorporation shall be filed in accordance with the requirements of chapter 351 setting forth the purposes for which the corporation shall continue in operation and its new corporate name, together with any other amendments necessary to allow the corporation to comply with the requirements of chapter 351. A copy of any such amendment shall be filed with each licensing authority that regulates any professional service that the professional corporation is authorized to perform. Thereafter, the corporation shall no longer be subject to the provisions of sections 356.011 to 356.261*.
2. If a professional corporation elects to accept the provisions of chapter 351, any dissenting shareholder shall have all of the rights granted to a shareholder dissenting to the sale or exchange of all or substantially all of the property and assets of a corporation, pursuant to the provisions of chapter 351.
Terms Used In Missouri Laws 356.201
- 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.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Property: includes real and personal property. See Missouri Laws 1.020
3. If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation in the manner required under subsection 1 of this section and shall conform in full to the requirements of chapter 351. The corporation may then continue in existence as a corporation organized under chapter 351 and shall no longer be subject to the provisions of sections 356.011 to 356.261*.