356.201. Election to function as general and business corporation--how made--dissenting shareholder's rights.

MISSOURI STATUTES AND CODES

356.201. Election to function as general and business corporation--how made--dissenting shareholder's rights.

Election to function as general and business corporation--howmade--dissenting shareholder's rights.

356.201. 1. Subject to the restrictions of applicablelicensing authorities a professional corporation may elect, atany time, upon the vote of the owners of a majority of the issuedand outstanding voting securities of the professionalcorporation, to amend its articles of incorporation so as toprohibit its continued operation under sections 356.011 to356.261 and to substitute therefor authority to function as acorporation under chapter 351, RSMo, and to remove the words"Professional Corporation" or the letters "P.C." from itscorporate name. If such election is made, an amendment to thearticles of incorporation shall be filed in accordance with therequirements of chapter 351, RSMo, setting forth the purposes forwhich the corporation shall continue in operation and its newcorporate name, together with any other amendments necessary toallow the corporation to comply with the requirements of chapter351, RSMo. A copy of any such amendment shall be filed with eachlicensing authority that regulates any professional service thatthe professional corporation is authorized to perform.Thereafter, the corporation shall no longer be subject to theprovisions of sections 356.011 to 356.261*.

2. If a professional corporation elects to accept theprovisions of chapter 351, RSMo, any dissenting shareholder shallhave all of the rights granted to a shareholder dissenting to thesale or exchange of all or substantially all of the property andassets of a corporation, pursuant to the provisions of chapter351, RSMo.

3. If a professional corporation shall cease to renderprofessional services, it shall amend its articles ofincorporation in the manner required under subsection 1 of thissection and shall conform in full to the requirements of chapter351, RSMo. The corporation may then continue in existence as acorporation organized under chapter 351, RSMo, and shall nolonger be subject to the provisions of sections 356.011 to356.261*.