351.765. Share transfer prohibition. - Missouri Statutes

Share transfer prohibition.

351.765. 1. An interest in shares of a statutory closecorporation may not be voluntarily or involuntarily transferred,by operation of law or otherwise, except to the extent permittedby the articles of incorporation or under the provisions ofsection 351.770.

2. Except to the extent the articles of incorporationprovide otherwise, this section does not apply to a transfer:

(1) To the corporation or to any other holder of the sameclass or series of shares;

(2) To members of the shareholder's immediate family, or toa trust, all of whose beneficiaries are members of theshareholder's immediate family, which immediate family consistsof his spouse, parents, lineal descendants, including adoptedchildren and stepchildren, and the spouse of any linealdescendant, and brothers and sisters;

(3) That has been approved in writing by all of the holdersof the corporation's shares having general voting rights;

(4) To an executor or administrator upon the death of ashareholder or to a trustee or receiver as the result of abankruptcy, insolvency, dissolution, or similar proceedingbrought by or against a shareholder;

(5) By merger or consolidation under the provisions ofsections 351.410 to 351.459 or an exchange of existing shares forother shares of a different class or series in the corporation;

(6) By a pledge as collateral for a loan that does not grantthe pledgee any voting rights possessed by the pledgor; or

(7) Made after termination of the corporation's status as astatutory close corporation.

(L. 1990 H.B. 1432)