351.345. Liability of directors. - Missouri Statutes

Liability of directors.

351.345. In addition to any other liabilities imposed by lawupon directors of a corporation, the directors of a corporationwho shall knowingly declare and pay any dividend except aspermitted by and in accordance with the provisions of sections351.210 and 351.220, and except, with respect to liquidatingdividends, as permitted by, and in accordance with the provisionsof this chapter in connection with reduction of stated capital orwith dissolution, shall be jointly and severally liable for allthe debts of the corporation then existing, and for all thatshall be thereafter contracted as long as they shall respectivelycontinue in office; provided, that the amount for which theyshall be liable shall not exceed the amount of such dividend, andthat if any of the directors shall be absent at the time ofmaking the dividend, or shall object thereto, and shall filetheir objection, in writing, with the secretary of thecorporation, they shall be exempted from said liability; andfurther provided that a director shall be fully protected inrelying in good faith upon the books of account of thecorporation or statements prepared by any of its officials as tothe value and amount of the assets, liabilities and earnings ofthe corporation, or any other facts pertinent to the existenceand amount of surplus or other funds from which dividends mightproperly be declared and paid.

(RSMo 1939 §§ 5045, 5347, A.L. 1943 p. 410 § 44)

Prior revisions: 1929 §§ 4569, 4942; 1919 §§ 9761, 10153; 1909 §§ 3002, 3348