354.285. Management agreements to control corporation, notice to department, when--examination requirements--violations. - Missouri Statutes

Management agreements to control corporation, notice to department,when--examination requirements--violations.

354.285. 1. All agreements or contracts under which any person,organization or corporation enjoys in fact the exclusive or dominant right tomanage or control any corporation subject to the provisions of sections354.010 to 354.380 to the substantial exclusion of the board of directors,officers, attorney in fact or other lawful management shall be filed with thedirector on his request.

2. The director, for the purpose of ascertaining the assets, conditionsand affairs of any corporation subject to the provisions of sections 354.010to 354.380, may examine the books, records, documents and assets of any personhaving a contract or agreement as provided in subsection 1 to the extentnecessary to determine the financial condition of such corporation. Thefailure or refusal of any such person to submit his books, papers, accounts,records or affairs to the reasonable inspection or examination of the directorshall be grounds for the suspension or revocation of the certificate ofauthority of the corporation to do business in this state.

3. No agreement or contract as provided in subsection 1 shall operate tothe financial detriment of the corporation in such manner as to endanger itsfinancial stability or otherwise be hazardous to the members and creditors ofthe corporation.

4. On examination of any agreement or contract, if the director finds itviolates the provisions of this section, he shall proceed in accordance withthe provisions of section 354.180.

5. Any person, organization or corporation having a management contractas provided in subsection 1 hereof shall within five days of execution of suchcontract provide notice of such contract to the director of the department ofinsurance, financial institutions and professional registration.

(L. 1983 H.B. 127)