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Mo. Rev. Stat. § 351.476

Effect of dissolution

Known as the Missouri Cooperative Associations Act

The act spans §§ 351–351 (291 sections).

Applied in 1 court decision — leading case 524 F. Supp. 2d 1327 - Lipari v. US BANCORP NA (2007)

Most recently applied in 524 F. Supp. 2d 1327 - Lipari v. US BANCORP NA (November 2007)

Effective: 28 Aug 1990; (L. 1990 H.B. 1432)

1. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its liabilities;

(4) Distributing its remaining property among its shareholders according to their interests; and

(5) Doing every other act necessary to wind up and liquidate its business and affairs.

2. Dissolution of a corporation does not:

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

(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(3) Subject its directors or officers to standards of conduct different from those applicable to directors and officers of a corporation which has not been dissolved; provided that any such officer or director who conducts business on behalf of the corporation except as provided in this section shall be personally liable for any obligation so incurred;

(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;

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

(7) Terminate the authority of the registered agent of the corporation; or

(8) Make available for use by others its corporate name for a period of one year from the effective date of its dissolution.

Official source: Missouri Revisor of Statutes. Reproduced from public-domain Missouri statutes; confirm against the official source for the current text. Not legal advice.