371.240. Dissolution, when authorized--procedure. - Missouri Statutes

Dissolution, when authorized--procedure.

371.240. 1. Any corporation organized under this chapter,after the payment in full and cancellation of all its bonds andother obligations issued under the provisions of this chapter, orafter the deposit in trust with the respective trusteesdesignated in any deeds of trust given to secure the payment ofany such obligation of a sum of money sufficient for the purpose,may dissolve by the vote of a majority of the stockholders at anyregular meeting or at a special meeting called for that purpose.

2. A certificate of dissolution shall be signed by thepresident or vice president and attested by the secretary,certifying to the dissolution and that they have been authorizedby lawful action of the stockholders to execute and file suchcertificate. The certificate of dissolution shall be executed,acknowledged and filed with the director of finance and, whenapproved by the state banking board, shall be recorded in thesame manner as the original articles of incorporation. When thedirector has endorsed the approval of the state banking board onthe certificate of dissolution the corporation is deemed to bedissolved.

3. The corporation shall, however, continue for the purposeof paying, satisfying and discharging any other existingliabilities or obligations and for collecting or liquidating itsassets, and doing all other acts required to adjust and wind upits business and affairs, and may sue and be sued in itscorporate name.

4. Any assets remaining after all liabilities andobligations have been satisfied shall be distributed pro rataamong the stockholders of the corporation.

(L. 1961 p. 157 § 23, A.L. 1963 p. 478)