STATE STATUTES & CODES
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MISSOURI STATUTES AND CODES
357.180. Dissolution proceedings, how taken.
357.180. 1. Whenever eighty percent of the stockholders ofa corporation, engaged in agricultural or mercantile businessvote for a dissolution of said corporation for the purpose ofreincorporating under the cooperative plan as provided for insections 276.160 to 276.230, RSMo, the stockholders shall bymotion direct the secretary of said corporation to transmit acertified copy of the dissolution proceeds to the secretary ofstate and said certified copy shall be taken as prima facieevidence of a voluntary dissolution of the corporation; provided,however, that said dissolution shall not become effective untilall the provisions as herein stated shall have been compliedwith.
2. Upon receipt of the order asking for dissolution thesecretary of state shall issue a permit granting said corporationthe privilege of dissolution from and after the time that allacts of incorporation under the cooperative plan have beencomplied with; provided, however, that only eighty percent of theshareholders of said corporation shall be required to sign thearticles of association or agreement.
3. The board shall have power to purchase at its book value,all stock in excess of ten percent of the capital stock held byany shareholder. The president and secretary of the corporationseeking dissolution shall execute and acknowledge in the name andin behalf of such former corporation, a conveyance of allproperty, real and personal, and assets of every description ofthe said former corporation conveying the same to the newcooperative association so incorporated, and such conveyanceshall have the effect to vest in such new cooperative associationall the right, title and interest in such property, real andpersonal, and assets of any description, which were at any timepossessed by said former corporation. The new cooperativeassociation shall be liable for all debts and claims against saidformer corporation.
(RSMo 1939 § 14420)Prior revision: 1929 § 12762