351.835. Termination of close corporation status. - Missouri Statutes

Termination of close corporation status.

351.835. 1. A statutory close corporation may terminateits statutory close corporation status by amending its articlesof incorporation to delete the statement that it is a statutoryclose corporation. If the statutory close corporation haselected to operate without a board of directors under section351.805, the amendment shall either comply with section 351.310or delete the statement dispensing with the board of directorsfrom its articles of incorporation.

2. An amendment terminating statutory close corporationstatus shall be approved by the holders of at least two-thirdsof the votes of each class or series of shares of thecorporation, voting as separate classes or series, whether ornot the holders are otherwise entitled to vote on amendments.

3. If an amendment to terminate statutory close corporationstatus is adopted, each shareholder who voted against theamendment is entitled to assert dissenters' rights undersections 351.870 to 351.930.

(L. 1990 H.B. 1432)