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Section: 351.0106 Restatement of articles of incorporation. RSMO 351.106


Published: 2015

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Missouri Revised Statutes













Chapter 351

General and Business Corporations

←351.105

Section 351.106.1

351.107→

August 28, 2015

Restatement of articles of incorporation.

351.106. A domestic corporation may at any time restate its articles of

incorporation as theretofore amended, in the following manner:



(1) The board of directors of the corporation may at any time adopt a

resolution setting forth restated articles of incorporation correctly setting

forth without change the corresponding provisions of the articles of

incorporation as theretofore amended and, upon the approval of a majority of

the directors, adopting the same on behalf of the corporation;



(2) Proposed restated articles of incorporation need not be adopted by

the directors and may be submitted directly to any annual or special meeting

of the shareholders. Written or printed notice stating that the purpose, or

one of the purposes, of the meeting is to consider the restatement of the

articles of incorporation shall be given to each shareholder of record

entitled to vote at the meeting within the time and in the manner and upon

the conditions provided in this chapter for the giving of notice of meetings

of shareholders. The proposed restated articles of incorporation need not be

included in the notice of the meeting;



(3) If the restatement of the articles is proposed to be adopted by the

shareholders, such restated articles shall be adopted upon receiving the

affirmative vote of a majority of the outstanding shares entitled to vote,

but dissenting shareholders shall not have the rights provided for in this

chapter;



(4) Upon such approval, restated articles of incorporation shall be

executed by an officer of the corporation, and shall contain a statement that

the restated articles of incorporation correctly set forth without change the

corresponding provisions of the articles of incorporation as theretofore

amended, and that the restated articles of incorporation supersede the

original articles of incorporation and all amendments thereto;



(5) The original copy of the restated articles of incorporation shall be

delivered to the secretary of state. If the secretary of state finds that the

restated articles of incorporation conform to this chapter he or she shall,

when the required taxes or fees have been paid, file the same, and the

original shall be retained by the secretary of state as a permanent record;



(6) The secretary of state shall then issue a restated certificate of

incorporation under the seal of the state that the articles of incorporation

of the corporation as amended have been duly restated; the certificate shall

set forth the name of the corporation. The secretary of state shall attach

the certificate to the other copy of the restated articles of incorporation

so filed with him and shall deliver them to the corporation or its

representative;



(7) Upon the issuance of the restated certificate of incorporation by

the secretary of state, the restated articles of incorporation shall become

effective and shall supersede the original articles of incorporation and all

amendments;



(8) A restated articles of incorporation may omit:



(a) Such provisions of the original articles of incorporation which

named the incorporator or incorporators, and the names and addresses of the

initial board of directors; and



(b) Such provisions contained in any amendment to the articles of

incorporation as were necessary to effect a change, exchange,

reclassification, subdivision, combination or cancellation of stock, if such

change, exchange, reclassification, subdivision, combination, or cancellation

has become effective.

Any such omission shall not be deemed a further amendment.



(L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B.

1664, A.L. 2009 S.B. 224)





2004

1991



2004



351.106. A domestic corporation may at any time restate its articles

of incorporation as theretofore amended, in the following manner:



(1) The board of directors of the corporation may at any time adopt a

resolution setting forth restated articles of incorporation correctly

setting forth without change the corresponding provisions of the articles

of incorporation as theretofore amended and, upon the approval of a

majority of the directors, adopting the same on behalf of the corporation;



(2) Proposed restated articles of incorporation need not be adopted

by the directors and may be submitted directly to any annual or special

meeting of the shareholders. Written or printed notice stating that the

purpose, or one of the purposes, of the meeting is to consider the

restatement of the articles of incorporation shall be given to each

shareholder of record entitled to vote at the meeting within the time and

in the manner and upon the conditions provided in this chapter for the

giving of notice of meetings of shareholders. The proposed restated

articles of incorporation need not be included in the notice of the

meeting;



(3) If the restatement of the articles is proposed to be adopted by

the shareholders, such restated articles shall be adopted upon receiving

the affirmative vote of a majority of the outstanding shares entitled to

vote, but dissenting shareholders shall not have the rights provided for in

this chapter;



(4) Upon such approval, restated articles of incorporation shall be

executed by an officer of the corporation, and shall contain a statement

that the restated articles of incorporation correctly set forth without

change the corresponding provisions of the articles of incorporation as

theretofore amended, and that the restated articles of incorporation

supersede the original articles of incorporation and all amendments

thereto;



(5) The original copy of the restated articles of incorporation shall

be delivered to the secretary of state. If the secretary of state finds

that the restated articles of incorporation conform to this chapter he or

she shall, when the required taxes or fees have been paid, file the same,

and the original shall be retained by the secretary of state as a permanent

record;



(6) The secretary of state shall then issue a restated certificate of

incorporation under the seal of the state that the articles of

incorporation of the corporation as amended have been duly restated; the

certificate shall set forth the name of the corporation. The secretary of

state shall attach the certificate to the other copy of the restated

articles of incorporation so filed with him and shall deliver them to the

corporation or its representative;



(7) Upon the issuance of the restated certificate of incorporation by

the secretary of state, the restated articles of incorporation shall become

effective and shall supersede the original articles of incorporation and

all amendments.



1991



351.106. A domestic corporation may at any time restate its

articles of incorporation as theretofore amended, in the

following manner:



(1) The board of directors of the corporation may at any

time adopt a resolution setting forth restated articles of

incorporation correctly setting forth without change the

corresponding provisions of the articles of incorporation as

theretofore amended and, upon the approval of a majority of the

directors, adopting the same on behalf of the corporation;



(2) Proposed restated articles of incorporation need not be

adopted by the directors and may be submitted directly to any

annual or special meeting of the shareholders. Written or

printed notice stating that the purpose, or one of the purposes,

of the meeting is to consider the restatement of the articles of

incorporation shall be given to each shareholder of record

entitled to vote at the meeting within the time and in the manner

and upon the conditions provided in this chapter for the giving

of notice of meetings of shareholders. The proposed restated

articles of incorporation need not be included in the notice of

the meeting;



(3) If the restatement of the articles is* proposed to be

adopted by the shareholders, such restated articles shall be

adopted upon receiving the affirmative vote of a majority of the

outstanding shares entitled to vote, but dissenting shareholders

shall not have the rights provided for in this chapter;



(4) Upon such approval, restated articles of incorporation

shall be executed by the corporation by its president or a vice

president and by its secretary or an assistant secretary, and

verified by one of the officers signing the articles, and shall

contain a statement that the restated articles of incorporation

correctly set forth without change the corresponding provisions

of the articles of incorporation as theretofore amended, and that

the restated articles of incorporation supersede the original

articles of incorporation and all amendments thereto;



(5) Duplicate originals or the original and a copy of the

restated articles of incorporation shall be delivered to the

secretary of state. If the secretary of state finds that the

restated articles of incorporation conform to law, he shall, when

the required taxes or fees have been paid, file the same, and

the original shall be retained by the secretary of state as a

permanent record;



(6) The secretary of state shall then issue a restated

certificate of incorporation under the seal of the state that the

articles of incorporation of the corporation as amended have been

duly restated; the certificate shall set forth the name of the

corporation, the amount of its authorized shares, the period of

its existence and the address of its then registered office. The

secretary of state shall attach the certificate to the other copy

of the restated articles of incorporation so filed with him and

shall deliver them to the corporation or its representative;



(7) Upon the issuance of the restated certificate of

incorporation by the secretary of state, the restated articles of

incorporation shall become effective and shall supersede the

original articles of incorporation and all amendments.



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