Chapter 78 Private Corporations

Sections

78.010
Definitions; construction.
78.012
Legislative findings and declaration regarding laws of this State governing incorporation and internal affairs of domestic corporations and directors, officers and stockholders of domestic corporations.
78.015
Applicability of chapter; effect on corporations existing before April 1, 1925.
78.020
Limitations on incorporation under chapter; compliance with other laws.
78.025
Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter.
78.026
Form required for filing of records.
78.027
Corporate records: Microfilming; imaging; return.
78.028
Filing of records written in language other than English.
78.029
Procedure to submit replacement page to Secretary of State before actual filing of record.
78.030
Filing requirements; prohibition against establishment of corporation for certain illegal purposes.
78.035
Articles of incorporation: Required provisions.
78.037
Articles of incorporation: Optional provisions.
78.039
Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations.
78.040
Name of corporation: Reservation; injunctive relief.
78.045
Articles of incorporation: Approval or certification required before filing of certain articles or amendments.
78.047
Penalty for purporting to do business as corporation without filing articles of incorporation; enforcement; regulations.
78.050
Commencement of corporate existence.
78.055
Acceptable evidence of incorporation.
78.060
General powers.
78.065
Adoption and use of corporate seal or stamp.
78.070
Specific powers.
78.075
Railroad companies: Powers.
78.080
Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies.
78.085
Railroad companies: Filing and recording of certified maps and profiles.
78.090
Registered agent required; address of registered office; powers of bank or corporation who is registered agent; penalty for noncompliance; service upon and delivery to registered agent in lieu of corporation.
78.097
Resignation of registered agent or termination of registration of commercial registered agent.
78.105
Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties.
78.107
Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records.
78.115
Board of directors: Number and qualifications.
78.120
Board of directors: General powers.
78.125
Committees of board of directors: Designation; powers; membership.
78.130
Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies.
78.135
Authority of directors and representatives of corporation.
78.138
Directors and officers: Fiduciary duties; exercise of powers; performance of duties; presumptions and considerations; liability to corporation and stockholders.
78.139
Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation.
78.140
Restrictions on transactions involving interested directors or officers; compensation of directors.
78.150
Filing requirements; fees; powers and duties of Secretary of State; regulations.
78.152
List or statement to be maintained at principal office or with custodian of records; requirement to assist in criminal investigation; failure to comply; regulations.
78.153
Additional filing requirements for certain corporations: Criteria; statement; fees.
78.155
Certificate of authorization to transact business.
78.170
Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty.
78.175
Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets.
78.180
Defaulting corporations: Conditions and procedure for reinstatement.
78.185
Defaulting corporations: Reinstatement or revival under old or new name; regulations.
78.191
“Distribution” defined.
78.195
Issuance of more than one class or series of stock; rights of stockholders.
78.196
Required and authorized classes or series of stock; shares called for redemption.
78.197
Rights of persons holding obligations of corporation.
78.200
Rights or options to purchase stock.
78.205
Fractions of shares: Issuance; alternatives to issuance.
78.207
Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
78.209
Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation.
78.211
Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future.
78.215
Issuance of shares for consideration or as share dividend.
78.220
Subscriptions for corporate shares: Payment; default; irrevocability.
78.225
Stockholder’s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement.
78.230
Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees.
78.235
Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement.
78.240
Shares of stock are personal property; transfers.
78.242
Restrictions on transfer of stock and on amount of stock owned by person or group of persons.
78.245
Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations; exception.
78.250
Cancellation of outstanding certificates or change in informational statements: Issuance of new certificates or statements; order for surrender of certificates; penalties for failure to comply.
78.257
Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty.
78.265
Preemptive rights of stockholders in corporations organized before October 1, 1991.
78.267
Preemptive rights of stockholders in corporations organized on or after October 1, 1991.
78.275
Assessments on stock: Levy and collection; sale after default in payment.
78.280
Purchase by corporation of its own stock at assessment sale when no other available purchaser.
78.283
Treasury shares: Definition; limitations; retirement and disposal.
78.0285
Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.
78.288
Distributions to stockholders.
78.0295
Correction of inaccurate or defective record filed with the Secretary of State; cancellation of filings.
78.0296
Ratification or validation of noncompliant corporate acts.
78.0297
Corporate records: Manner of storage; conversion of electronic records into clear and legible paper form; admissibility in evidence of electronic records.
78.0298
Records or signatures maintained by corporation.
78.300
Liability of directors for unlawful distributions.
78.307
“Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company.
78.310
Stockholders’ and directors’ meetings: Location; authority to call.
78.315
Directors’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
78.320
Stockholders’ meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
78.325
Actions at meetings not regularly called: Ratification and approval.
78.330
Directors: Election; terms; classification; voting power.
78.335
Directors: Removal; filling of vacancies.
78.340
Failure to hold election of directors on regular day does not dissolve corporation.
78.345
Election of directors by order of court upon failure of regular election.
78.347
Application by stockholder for order of court appointing custodian or receiver; requirements of custodian; authority of custodian; adoption of regulations by Secretary of State.
78.350
Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting.
78.352
Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock.
78.355
Stockholders’ proxies.
78.360
Cumulative voting.
78.365
Voting trusts.
78.370
Notice to stockholders.
78.375
Waiver of notice or other communication.
78.378
Applicability; imposition of stricter requirements; protection of corporation and its stockholders.
78.379
Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting.
78.380
Amendment of articles before issuance of voting stock.
78.385
Scope of amendments.
78.390
Amendment of articles after issuance of stock: Procedure.
78.403
Restatement of articles.
78.411
Definitions.
78.412
“Affiliate” defined.
78.413
“Associate” defined.
78.414
“Beneficial owner” defined.
78.416
“Combination” defined.
78.417
“Common shares” defined.
78.418
“Control,” “controlling,” “controlled by” and “under common control with” defined; presumption of control.
78.421
“Date of announcement” defined.
78.422
“Date of consummation” defined.
78.423
“Interested stockholder” defined.
78.424
“Market value” defined.
78.426
“Preferred shares” defined.
78.427
“Resident domestic corporation” defined.
78.428
“Securities Exchange Act” defined.
78.429
“Share” defined.
78.431
“Subsidiary” defined.
78.432
“Voting shares” defined.
78.433
Applicability: Generally.
78.434
Applicability: Election not to be governed by provisions.
78.436
Applicability: Combination with inadvertent interested stockholder.
78.437
Applicability: Combination with interested stockholder as of certain date.
78.438
Combination prohibited within 2 years after stockholder becomes interested; exception; action on proposal.
78.439
Authorized combinations: General requirements.
78.441
Authorized combinations: Consideration to be received by disinterested holders of common shares.
78.442
Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares.
78.443
Authorized combinations: Required form and distribution of consideration.
78.444
Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder.
78.565
Sale, lease or exchange of assets: Authority; vote of stockholders.
78.570
Sale of property and franchise under decree of court.
78.573
Dissolution of corporation whose charter has been revoked without additional fees and penalties; regulations.
78.575
Procedure for dissolution before payment of capital and beginning of business.
78.580
Procedure for dissolution after beginning of business.
78.585
Continuation of corporation after dissolution for winding up and liquidating its business and affairs; limitation on actions by or against dissolved corporation.
78.590
Trustees of dissolved corporation: Powers of directors.
78.597
Liability of stockholders of dissolved corporation.
78.600
Trustees or receivers for dissolved corporations: Appointment; powers.
78.605
Jurisdiction of district court.
78.610
Duties of trustees or receivers; payment and distribution to creditors and stockholders.
78.615
Abatement of pending actions; substitution of dissolution trustees or receivers.
78.620
Dissolution or forfeiture of charter by decree of court; filing.
78.622
Reorganization under federal law: Powers of corporation.
78.630
Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing.
78.635
Appointment of receiver or trustee of insolvent corporation: Powers.
78.640
Property and privileges of insolvent corporation vest in appointed receiver.
78.645
Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter.
78.650
Stockholders’ application for injunction and appointment of receiver when corporation mismanaged.
78.655
Reorganization of corporation by majority of stockholders during receivership.
78.660
Powers of district court.
78.665
Receiver to take possession of corporate assets upon court order.
78.670
Inventory, list of debts and reports by receiver.
78.675
Creditors’ proofs of claims; when participation barred; notice.
78.680
Creditors’ claims to be in writing under oath; examination of claimants.
78.685
Action on creditors’ claims; appeal of disallowed claims.
78.695
Substitution of receiver as party; abatement of actions.
78.700
Sales of encumbered or deteriorating property.
78.705
Compensation, costs and expenses of receiver.
78.710
Distribution of money to creditors and stockholders.
78.715
Acts of majority of receivers effectual; removal and vacancies.
78.720
Employees’ liens for wages when corporation insolvent.
78.725
Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter.
78.730
Renewal or revival: Procedure; fee; certificate as evidence.
78.740
Renewal or revival: Status of corporation.
78.745
Action against stockholder for unpaid subscriptions; limitation of action.
78.746
Action against stockholder by judgment creditor; limitations.
78.747
Liability of stockholder, director or officer for debt or liability of corporation.
78.750
Service of process on corporations.
78.751
Authorization required for discretionary indemnification; advancement of expenses; other rights to indemnification and advancement of expenses.
78.752
Insurance and other financial arrangements against liability of directors, officers, employees and agents.
78.755
Duties: Collection of fees; employment of new technology to aid in performance.
78.760
Filing fees: Articles of incorporation.
78.765
Filing fees: Certificate changing number of authorized shares; certificate of amendment to articles; certificate of correction; certificate of designation; certificate of termination; certificate of withdrawal.
78.767
Filing fees: Certificates of restated articles of incorporation.
78.780
Filing fee: Certificate of dissolution.
78.785
Miscellaneous fees.
78.1955
Establishment of matters regarding class or series of stock by certificate of designation.
78.2055
Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.
78.3781
Definitions.
78.3782
“Acquiring person” defined.
78.3783
“Acquisition” defined.
78.3784
“Control shares” defined.
78.3785
“Controlling interest” defined.
78.3786
“Fair value” defined.
78.3787
“Interested stockholder” defined.
78.3788
“Issuing corporation” defined.
78.3789
Delivery of offeror’s statement by acquiring person; contents of statement.
78.3791
Approval of voting rights of acquiring person.
78.3792
Redemption of control shares.
78.3793
Rights of dissenting stockholders.
78.4265
“Publicly traded corporation” defined.
78.7502
Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.