355.691. Effect of dissolution. - Missouri Statutes

Effect of dissolution.

355.691. 1. A dissolved corporation continues itscorporate existence but may not carry on any activities exceptthose appropriate to wind up and liquidate its affairs,including:

(1) Preserving and protecting its assets and minimizing itsliabilities;

(2) Discharging or making provision for discharging itsliabilities and obligations;

(3) Disposing of its properties that will not be distributedin kind;

(4) Returning, transferring or conveying assets held by thecorporation upon a condition requiring return, transfer orconveyance, which condition occurs by reason of the dissolution,in accordance with such condition;

(5) Transferring, subject to any contractual or legalrequirements, its assets as provided in or authorized by itsarticles of incorporation or bylaws;

(6) If the corporation is a public benefit corporation, andno provision has been made in its articles or bylaws fordistribution of assets on dissolution, transferring, subject toany contractual or legal requirement, its assets exclusively forone or more purposes described in section 501(c)(3) of theInternal Revenue Code; or if the dissolved corporation is notdescribed in section 501(c)(3) of the Internal Revenue Code, toone or more public benefit corporations, including a foreigncorporation that would qualify under this chapter as a publicbenefit corporation;

(7) If the corporation is a mutual benefit corporation andno provision has been made in its articles or bylaws fordistribution of assets on dissolution, transferring its assets toits members or, if it has no members those persons whom thecorporation holds itself out as benefiting or serving; and

(8) Doing every other act necessary to wind up and liquidateits assets and affairs.

2. Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Subject its directors or officers to standards ofconduct different from those prescribed in sections 355.316 to355.501;

(3) Change quorum or voting requirements for its board ormembers; change provisions for selection, resignation, or removalof its directors or officers or both; or change provisions foramending its bylaws;

(4) Prevent commencement of a proceeding by or against thecorporation in its corporate name;

(5) Abate or suspend a proceeding pending by or against thecorporation on the effective date of dissolution; or

(6) Terminate the authority of the registered agent.

(L. 1994 H.B. 1095)

Effective 7-1-95