Missouri Revised Statutes













Chapter 351

General and Business Corporations

←351.010

Section 351.015.1

351.017→

August 28, 2015

Definitions.

351.015. As used in this chapter, unless the context otherwise requires:



(1) "Articles of incorporation" includes the original articles of

incorporation and all amendments thereto, and includes articles of merger or

consolidation;



(2) "Authorized shares" means the aggregate number of shares of stock of

all classes, whether with or without par value, which the corporation is

authorized to issue. Shares of its own stock belonging to a corporation shall

be deemed to be issued shares but not outstanding shares;



(3) "Certificate of stock" means a written instrument signed by or

bearing the facsimile signature of the proper corporate officers, as required

by this chapter, evidencing the fact that the person therein named is the

holder of record of the share or shares therein described;



(4) "Control share acquisition" means the acquisition, directly or

indirectly, by any person of ownership of, or the power to direct the

exercise of voting power with respect to, issued and outstanding control

shares. For the purposes of this chapter, shares acquired within ninety days

of any acquisition of shares or shares acquired pursuant to a plan to make a

control share acquisition are considered to have been acquired in the same

acquisition. For the purposes of this chapter, a person who acquires shares

in the ordinary course of business for the benefit of others in good faith and

not for the purpose of circumventing this chapter has voting power only of

shares in respect of which that person would be able to exercise or direct

the exercise of votes without further instruction from others. The

acquisition of any shares of an issuing public corporation does not

constitute a control share acquisition if the acquisition is consummated in

any of the following circumstances:



(a) Prior to June 13, 1984;



(b) Pursuant to a contract in existence prior to June 13, 1984;



(c) Pursuant to a will or other testamentary disposition, the laws of

descent and distribution or by intervivos gift where such gift is made in

good faith and not for the purpose of circumventing section 351.407;



(d) Pursuant to a public offering, a private placement, or any other

issuance of shares by an issuing public corporation;



(e) By, on behalf of, or pursuant to any benefit or other compensation

plan or arrangement of an issuing public corporation;



(f) Pursuant to the conversion of debt securities into shares of an

issuing public corporation under the terms of such debt securities;



(g) Pursuant to a binding contract, other than any contract created by,

pursuant to, or in connection with a tender offer, whereby the holders of

shares representing at least two-thirds of the voting power of an issuing

public corporation, such holders acting simultaneously, agreed to sell such

shares to any person;



(h) Pursuant to the satisfaction of a pledge or other security interest

created in good faith and not for the purpose of circumventing section

351.407;



(i) Pursuant to a merger or consolidation effected in compliance with

sections 351.410 to 351.458 if the issuing public corporation is a party to

the agreement of merger or consolidation;



(j) Pursuant to a binding contract or other arrangement with any

individual, foreign or domestic corporation (whether or not for profit),

partnership, limited liability company, unincorporated society or

association, or other entity which, at any time within one year prior to the

acquisition in question, owned shares representing more than fifty percent of

the voting power of the issuing public corporation;



(k) By or from any person whose shares have been previously accorded

voting rights pursuant to section 351.407; provided, the acquisition entitles

the person making the acquisition, directly or indirectly, alone or as a part

of a group, to exercise or direct the exercise of voting power of the

corporation in the election of directors within a range of the voting power

not in excess of the range of voting power associated with the shares to

which voting rights have been previously accorded;



(5) "Control shares" means shares that, except for this chapter, would

have voting power with respect to shares of an issuing public corporation

that, when added to all other shares of the issuing public corporation owned

by a person or in respect to which that person may exercise or direct the

exercise of voting power, would entitle that person, immediately after

acquisition of the shares, directly or indirectly, alone or as a part of a

group, to exercise or direct the exercise of the voting power of the issuing

public corporation in the election of directors within any of the following

ranges of voting power:



(a) One-fifth or more but less than one-third of all voting power;



(b) One-third or more but less than a majority of all voting power;



(c) A majority or more of all voting power; provided, however, that

shares which the person or the group have owned or of which the person or the

group could have exercised or directed the voting for more than ten years

shall not be deemed to be control shares and shall not be aggregated for the

purpose of determining inclusion within the above-stated ranges;



(6) "Corporation" or "domestic corporation" includes corporations

organized under this chapter or subject to some or all of the provisions of

this chapter except a foreign corporation;



(7) "Foreign corporation" means a corporation for profit organized under

laws other than the laws of this state;



(8) "Incorporator" means a signer of the original articles of

incorporation;



(9) "Interested shares" means the shares of an issuing public

corporation in respect of which any of the following persons may exercise or

direct the exercise of the voting power of the corporation in the election of

directors:



(a) An acquiring person or member of a group with respect to a control

share acquisition;



(b) Any officer of the issuing public corporation elected or appointed

by the directors of the issuing public corporation;



(c) Any employee of the issuing public corporation who is also a

director of such corporation;



(10) "Issuing public corporation", unless the articles of incorporation

provide otherwise as to the applicability of this section, means a

corporation that has a class of voting stock registered with the securities

and exchange commission under Section 12 of the Exchange Act and is either (a)

a corporation incorporated under the laws of the state of Missouri, or, (b)

subdivision (2) of section 351.690 notwithstanding, any insurance company

organized pursuant to the laws of Missouri and doing business under the

provisions of chapter 376, provided that the bylaws of such insurance company

expressly state that such insurance company shall, for the purposes of this

chapter, be included within the definition of "issuing public corporation";



(11) "Net assets", for the purpose of determining the right of a

corporation to purchase its own shares and of determining the right of a

corporation to declare and pay dividends and the liabilities of directors

therefor, shall not include shares of its own stock belonging to a

corporation;



(12) "Paid-in surplus" means all that part of the consideration received

by the corporation for, or on account of, all shares issued which does not

constitute stated capital minus such formal reductions from said sum as may

have been effected in a manner permitted by this chapter;



(13) "Person" includes, without limitation, an individual, a foreign or

domestic corporation whether not for profit or for profit, a partnership, a

limited liability company, an unincorporated society or association, two or

more persons having a joint or common interest, or any other entity;



(14) "Registered office" means that office maintained by the corporation

in this state, the address of which is on file in the office of the secretary

of state;



(15) "Shareholder" means one who is a holder of record of shares in a

corporation;



(16) "Shares" are the units into which the shareholders' rights to

participate in the control of the corporation, in its surplus or profits, or

in the distribution of its assets, are divided;



(17) "Stated capital" means at any particular time the sum of:



(a) The par value of all shares then issued having a par value; and



(b) The consideration received by the corporation for all shares then

issued without par value except such part thereof as may have been allocated

otherwise than to stated capital in a manner permitted by law; and



(c) Such amounts not included in paragraphs (a) and (b) of this

subdivision as may have been transferred to the stated capital account of the

corporation, whether upon the issue of shares as a share dividend or

otherwise, minus such formal reductions from said sum as may have been

effected in a manner permitted by this chapter;



(18) "Subscriber" means one who subscribes for shares in a corporation,

whether before or after incorporation.



(L. 1943 p. 410 § 2, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1984

S.B. 409, A.L. 1987 H.B. 349, A.L. 1990 H.B. 1432, A.L. 1993 S.B.

66 & 20, A.L. 2007 H.B. 431)





1993



1993



351.015. As used in this chapter, unless the context

otherwise requires:



(1) "Articles of incorporation" includes the original

articles of incorporation and all amendments thereto, and

includes articles of merger or consolidation;



(2) "Authorized shares" means the aggregate number of

shares of stock of all classes, whether with or without par

value, which the corporation is authorized to issue. Shares of

its own stock belonging to a corporation shall be deemed to be

"issued" shares but not "outstanding" shares;



(3) "Certificate of stock" means a written instrument

signed by or bearing the facsimile signature of the proper

corporate officers, as required by this chapter, evidencing the

fact that the person therein named is the holder of record of the

share or shares therein described;



(4) "Control share acquisition" means the acquisition,

directly or indirectly, by any person of ownership of, or the

power to direct the exercise of voting power with respect to,

issued and outstanding control shares. For the purposes of this

chapter, shares acquired within ninety days of any acquisition of

shares or shares acquired pursuant to a plan to make a control

share acquisition are considered to have been acquired in the

same acquisition. For the purposes of this chapter, a person who

acquires shares in the ordinary course of business for the

benefit of others in good faith and not for the purpose of

circumventing this chapter has voting power only of shares in

respect of which that person would be able to exercise or direct

the exercise of votes without further instruction from others.

The acquisition of any shares of an issuing public corporation

does not constitute a control share acquisition if the

acquisition is consummated in any of the following circumstances:



(a) Prior to June 13, 1984;



(b) Pursuant to a contract in existence prior to June 13,

1984;



(c) Pursuant to a will or other testamentary disposition,

the laws of descent and distribution or by intervivos gift where

such gift is made in good faith and not for the purpose of

circumventing section 351.407;



(d) Pursuant to a public offering, a private placement, or

any other issuance of shares by an issuing public corporation;



(e) By, on behalf of, or pursuant to any benefit or other

compensation plan or arrangement of an issuing public

corporation;



(f) Pursuant to the conversion of debt securities into

shares of an issuing public corporation under the terms of such

debt securities;



(g) Pursuant to a binding contract, other than any contract

created by, pursuant to, or in connection with a tender offer,

whereby the holders of shares representing at least two-thirds of

the voting power of an issuing public corporation, such holders

acting simultaneously, agreed to sell such shares to any person;



(h) Pursuant to the satisfaction of a pledge or other

security interest created in good faith and not for the purpose

of circumventing section 351.407;



(i) Pursuant to a merger or consolidation effected in

compliance with sections 351.410 to 351.458 if the issuing public

corporation is a party to the agreement of merger or

consolidation;



(j) Pursuant to a binding contract or other arrangement

with any individual, foreign or domestic corporation (whether or

not for profit), partnership, limited liability company,

unincorporated society or association, or other entity which, at

any time within one year prior to the acquisition in question,

owned shares representing more than fifty percent of the voting

power of the issuing public corporation;



(k) By or from any person whose shares have been previously

accorded voting rights pursuant to section 351.407; provided, the

acquisition entitles the person making the acquisition, directly

or indirectly, alone or as a part of a group, to exercise or

direct the exercise of voting power of the corporation in the

election of directors within a range of the voting power not in

excess of the range of voting power associated with the shares to

which voting rights have been previously accorded;



(5) "Control shares" means shares that, except for this

chapter, would have voting power with respect to shares of an

issuing public corporation that, when added to all other shares

of the issuing public corporation owned by a person or in respect

to which that person may exercise or direct the exercise of

voting power, would entitle that person, immediately after

acquisition of the shares, directly or indirectly, alone or as a

part of a group, to exercise or direct the exercise of the voting

power of the issuing public corporation in the election of

directors within any of the following ranges of voting power:



(a) One-fifth or more but less than one-third of all voting

power;



(b) One-third or more but less than a majority of all

voting power;



(c) A majority or more of all voting power; provided,

however, that shares which the person or the group have owned or

of which the person or the group could have exercised or directed

the voting for more than ten years shall not be deemed to be

"control shares" and shall not be aggregated for the purpose of

determining inclusion within the above-stated ranges;



(6) "Corporation" or "domestic corporation" includes

corporations organized under this chapter or subject to some or

all of the provisions of this chapter except a foreign

corporation;



(7) "Foreign corporation" means a corporation for profit

organized under laws other than the laws of this state;



(8) "Incorporator" means a signer of the original articles

of incorporation;



(9) "Interested shares" means the shares of an issuing

public corporation in respect of which any of the following

persons may exercise or direct the exercise of the voting power

of the corporation in the election of directors:



(a) An acquiring person or member of a group with respect

to a control share acquisition;



(b) Any officer of the issuing public corporation elected

or appointed by the directors of the issuing public corporation;



(c) Any employee of the issuing public corporation who is

also a director of such corporation;



(10) "Issuing public corporation" means either a

corporation incorporated under the laws of the state of Missouri,

or, subdivision (2) of section 351.690 notwithstanding, any

insurance company organized pursuant to the laws of Missouri and

doing business under the provisions of chapter 376, RSMo,

provided that the bylaws of such insurance company expressly

state that such insurance company shall, for the purposes of this

chapter, be included within the definition of "issuing public

corporation", that has:



(a) One hundred or more shareholders;



(b) Its principal place of business, its principal office,

or substantial assets within Missouri; and



(c) One of the following:



a. More than ten percent of its shareholders resident in

Missouri;



b. More than ten percent of its shares owned by Missouri

residents; or



c. Ten thousand shareholders resident in Missouri.

The residence of a shareholder is presumed to be the address

appearing in the records of the corporation. Shares held by

banks (except as trustee or guardian), brokers or nominees shall

be disregarded for purposes of calculating the percentages or

numbers described above;



(11) "Net assets", for the purpose of determining the right

of a corporation to purchase its own shares and of determining

the right of a corporation to declare and pay dividends and the

liabilities of directors therefor, shall not include shares of

its own stock belonging to a corporation;



(12) "Paid-in surplus" means all that part of the

consideration received by the corporation for, or on account of,

all shares issued which does not constitute stated capital minus

such formal reductions from said sum as may have been effected in

a manner permitted by this chapter;



(13) "Person" includes, without limitation, an individual,

a foreign or domestic corporation whether not for profit or for

profit, a partnership, a limited liability company, an

unincorporated society or association, two or more persons having

a joint or common interest, or any other entity;



(14) "Registered office" means that office maintained by

the corporation in this state, the address of which is on file in

the office of the secretary of state;



(15) "Shareholder" means one who is a holder of record of

shares in a corporation;



(16) "Shares" are the units into which the shareholders'

rights to participate in the control of the corporation, in its

surplus or profits, or in the distribution of its assets, are

divided;



(17) "Stated capital" means at any particular time the sum

of:



(a) The par value of all shares then issued having a par

value; and



(b) The consideration received by the corporation for all

shares then issued without par value except such part thereof as

may have been allocated otherwise than to stated capital in a

manner permitted by law; and



(c) Such amounts not included in paragraphs (a) and (b) of

this subdivision as may have been transferred to the stated

capital account of the corporation, whether upon the issue of

shares as a share dividend or otherwise, minus such formal

reductions from said sum as may have been effected in a manner

permitted by this chapter;



(18) "Subscriber" means one who subscribes for shares in a

corporation, whether before or after incorporation.



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