351.464. Dissolution by board of directors and shareholders. - Missouri Statutes

Dissolution by board of directors and shareholders.

351.464. 1. A corporation's board of directors maypropose dissolution for submission to the shareholders.

2. For a proposal to dissolve to be adopted:

(1) The board of directors must recommend dissolution tothe shareholders unless the board of directors determines thatbecause of conflict of interest or other special circumstancesit should make no recommendation and communicates the basis forits determination to the shareholders; and

(2) The shareholders entitled to vote must approve theproposal to dissolve as provided in subsection 5 of thissection.

3. The board of directors may condition its submission ofthe proposal for dissolution on any basis.

4. The corporation shall notify each shareholder, whetheror not entitled to vote, of the proposed shareholders' meetingin accordance with section 351.230. The notice must also statethat the purpose, or one of the purposes, of the meeting is toconsider dissolving the corporation.

5. Unless the articles of incorporation or the board ofdirectors, acting pursuant to subsection 3 of this section,require a greater vote, including a vote by any class of stockor any series of any class, the proposal to dissolve to beadopted must be approved by at least two-thirds of the votesentitled to be cast on that proposal.

(L. 1990 H.B. 1432)