355.681. Articles of dissolution, contents. - Missouri Statutes

Articles of dissolution, contents.

355.681. 1. At any time after dissolution is authorized,the corporation may dissolve by delivering to the secretary ofstate articles of dissolution setting forth:

(1) The name of the corporation;

(2) The date dissolution was authorized;

(3) A statement that dissolution was approved by asufficient vote of the board;

(4) If approval of members was not required, a statement tothat effect and a statement that dissolution was approved by asufficient vote of the board of directors or incorporators;

(5) If approval by members was required:

(a) The designation, number of memberships outstanding,number of votes entitled to be cast by each class entitled tovote separately on dissolution, and number of votes of each classindisputably voting on dissolution; and

(b) Either the total number of votes cast for and againstdissolution by each class entitled to vote separately ondissolution or the total number of undisputed votes cast fordissolution by each class and a statement that the number castfor dissolution by each class was sufficient for approval by thatclass;

(6) If approval of dissolution by some person or personsother than the members, the board or the incorporators isrequired pursuant to subdivision (3) of subsection 1 of section355.671, a statement that the approval was obtained; and

(7) If the corporation is a public benefit corporation, thatthe notice to the attorney general required by subsection 1 ofsection 355.676 has been given.

2. A corporation is dissolved upon the effective date ofits articles of dissolution.

(L. 1994 H.B. 1095)

Effective 7-1-95