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Title 7, CHAPTER 78 – PRIVATE CORPORATIONS
General Provisions
Definitions; construction. 78.010
Applicability of chapter; effect on corporations existing before April 1, 1925. 78.015
Limitations on incorporation under chapter; compliance with other laws. 78.020
Reserved power of State to amend or repeal chapter; chapter part of corporation’s charter. 78.025
Form required for filing of records. 78.026
Corporate records: Microfilming; imaging; return. 78.027
Filing of records written in language other than English. 78.028
Procedure to submit replacement page to Secretary of State before actual filing of record. 78.029
Correction of inaccurate or defective record filed with Secretary of State. 78.0295
Corporate records: Manner of storage; conversion into clear and legible paper form; admissibility in evidence. 78.0297
Records or signatures maintained by corporation. 78.0298
Formation
Filing requirements. 78.030
Articles of incorporation: Required provisions. 78.035
Articles of incorporation: Optional provisions. 78.037
Name of corporation: Distinguishable name required; availability of name of revoked, merged or otherwise terminated corporation; regulations. 78.039
Name of corporation: Reservation; injunctive relief. 78.040
Articles of incorporation: Approval or certification required before filing of certain articles or amendments. 78.045
Commencement of corporate existence. 78.050
Acceptable evidence of incorporation. 78.055
Powers
General powers. 78.060
Adoption and use of corporate seal or stamp. 78.065
Specific powers. 78.070
Railroad companies: Powers. 78.075
Railroad companies: Rights-of-way granted by the State, counties and municipalities; limitations; reversion on abandonment; duties of companies. 78.080
Railroad companies: Filing and recording of certified maps and profiles. 78.085
Registered Office and Registered Agent
Resident agent required; address of registered office; powers of bank or corporation who is resident agent; penalty for noncompliance; service upon resident agent in lieu of corporation. 78.090
Change of address of resident agent and registered office. 78.095
Resident agent: Resignation; designation of successor after death, resignation or removal from State. 78.097
Maintenance of records at registered office; inspection and copying of records; civil liability; penalties. 78.105
Denial of request for inspection of records; defense to action for penalties or damages; authority of court to compel production of records. 78.107
Resident agent: Revocation of appointment; change of name. 78.110
Directors and Officers
Board of directors: Number and qualifications. 78.115
Board of directors: General powers. 78.120
Committees of board of directors: Designation; powers; membership. 78.125
Officers of corporation: Selection; qualifications; terms; powers and duties; filling of vacancies. 78.130
Authority of directors and representatives of corporation. 78.135
Directors and officers: Exercise of powers; performance of duties; presumptions and considerations; liability to corporation and stockholders. 78.138
Directors and officers: Duties, presumptions and powers when confronted with change or potential change in control of corporation. 78.139
Restrictions on transactions involving interested directors or officers; compensation of directors. 78.140
Annual List; Defaulting Corporations
Filing requirements; fees; powers and duties of Secretary of State. 78.150
Additional filing requirements for certain corporations: Criteria; statement; fees. 78.153
Certificate of authorization to transact business. 78.155
Addresses of officers and directors required; failure to file. 78.165
Defaulting corporations: Identification; reinstatement of corporation which is unit-owners’ association; penalty. 78.170
Defaulting corporations: Duties of Secretary of State; revocation of charter and forfeiture of right to transact business; distribution of assets. 78.175
Defaulting corporations: Conditions and procedure for reinstatement. 78.180
Defaulting corporations: Reinstatement under old or new name; regulations. 78.185
Stock and Other Securities; Distributions
“Distribution” defined. 78.191
Issuance of more than one class or series of stock; rights of stockholders. 78.195
 Establishment of matters regarding class or series of stock by resolution of board of directors. 78.1955
Required and authorized classes or series of stock; shares called for redemption. 78.196
Rights of persons holding obligations of corporation. 78.197
Rights or options to purchase stock. 78.200
Fractions of shares: Issuance; alternatives to issuance. 78.205
 Decrease in number of issued and outstanding shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders. 78.2055
Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders. 78.207
Change in number of authorized shares of class or series: Filing and effectiveness of certificate of change; amendment of articles of incorporation. 78.209
Consideration for shares: Authority of board of directors; effect of receipt; corporate action pending receipt in future. 78.211
Issuance of shares for consideration or as share dividend. 78.215
Subscriptions for corporate shares: Payment; default; irrevocability. 78.220
Stockholder’ s liability: No individual liability except for payment for which shares were authorized to be issued or which was specified in subscription agreement. 78.225
Liability of holder of stock as collateral security; liability of executors, administrators, guardians and trustees. 78.230
Stock certificates: Validation; facsimile signatures; uncertificated shares and informational statements; replacement. 78.235
Shares of stock are personal property; transfers. 78.240
Restrictions on transfer of stock. 78.242
Corporate stocks, bonds and securities not taxed when owned by nonresidents or foreign corporations. 78.245
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. 78.250
Right of stockholders to inspect, copy and audit financial records; exceptions; civil and criminal liability; penalty. 78.257
Preemptive rights of stockholders in corporations organized before October 1, 1991. 78.265
Preemptive rights of stockholders in corporations organized on or after October 1, 1991. 78.267
Assessments on stock: Levy and collection; sale after default in payment. 78.275
Purchase by corporation of its own stock at assessment sale when no other available purchaser. 78.280
Treasury shares: Definition; limitations; retirement and disposal. 78.283
Distributions to stockholders. 78.288
Liability of directors for unlawful distributions. 78.300
“Investment company” and “open-end investment company” defined; redemption of shares by open-end investment company. 78.307
Meetings, Elections, Voting and Notice
Stockholders’ and directors’ meetings: Location; authority to call. 78.310
Directors’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method. 78.315
Stockholders’ meetings: Quorum; consent for actions taken without meeting; participation by telephone or similar method. 78.320
Actions at meetings not regularly called: Ratification and approval. 78.325
Directors: Election; terms; classification; voting power. 78.330
Directors: Removal; filling of vacancies. 78.335
Failure to hold election of directors on regular day does not dissolve corporation. 78.340
Election of directors by order of court upon failure of regular election. 78.345
Application by stockholder for order of court appointing custodian or receiver; authority of custodian. 78.347
Voting rights of stockholders; determination of stockholders entitled to notice of and to vote at meeting. 78.350
Voting rights: Persons holding stock in fiduciary capacity; persons whose stock is pledged; joint owners of stock. 78.352
Stockholders’ proxies. 78.355
Cumulative voting. 78.360
Voting trusts. 78.365
Notice to stockholders. 78.370
Waiver of notice. 78.375
Acquisition of Controlling Interest
Applicability; imposition of stricter requirements; protection of corporation and its stockholders. 78.378
 Definitions. 78.3781
“Acquiring person” defined. 78.3782
“Acquisition” defined. 78.3783
“Control shares” defined. 78.3784
“Controlling interest” defined. 78.3785
“Fair value” defined. 78.3786
“Interested stockholder” defined. 78.3787
“Issuing corporation” defined. 78.3788
Delivery of offeror’s statement by acquiring person; contents of statement. 78.3789
Voting rights of acquiring person; meeting of stockholders; statements to accompany notice of meeting. 78.379
Approval of voting rights of acquiring person. 78.3791
Redemption of control shares. 78.3792
Rights of dissenting stockholders. 78.3793
Amendment and Restatement of Articles of Incorporation
Amendment of articles before issuance of voting stock. 78.380
Scope of amendments. 78.385
Amendment of articles after issuance of stock: Procedure. 78.390
Restatement of articles. 78.403
Combinations with Interested Stockholders
Definitions. 78.411
“Affiliate” defined. 78.412
“Associate” defined. 78.413
“Beneficial owner” defined. 78.414
“Combination” defined. 78.416
“Common shares” defined. 78.417
“Control” “controlling,” “controlled by” and “under common control with” defined; presumption of control. 78.418
“Date of announcement” defined. 78.421
“Date of consummation” defined. 78.422
“Interested stockholder” defined. 78.423
“Market value” defined. 78.424
“Preferred shares” defined. 78.426
“Resident domestic corporation” defined. 78.427
“Securities Exchange Act” defined. 78.428
“Share defined. 78.429
“Subsidiary” defined. 78.431
“Voting shares” defined. 78.432
Applicability: Generally. 78.433
Applicability: Election not to be governed by provisions. 78.434
Applicability: Combination with inadvertent interested stockholder. 78.436
Applicability: Combination with interested stockholder as of certain date. 78.437
Combination prohibited within 3 years after stockholder becomes interested; exception; action on proposal. 78.438
Authorized combinations: General requirements. 78.439
Authorized combinations: Consideration to be received by disinterested holders of common shares. 78.441
Authorized combinations: Consideration to be received by disinterested holders of class or series of shares other than common shares. 78.442
Authorized combinations: Required form and distribution of consideration. 78.443
Authorized combinations: Restrictions on beneficial ownership of additional voting shares by interested stockholder. 78.444
Sale of Assets; Dissolution and Winding Up
Sale, lease or exchange of assets: Authority; vote of stockholders. 78.565
Sale of property and franchise under decree of court. 78.570
Procedure for dissolution before payment of capital and beginning of business. 78.575
Procedure for dissolution after issuance of stock or beginning of business. 78.580
Continuation of corporation after dissolution for winding up business; limitation on actions by or against dissolved corporation. 78.585
Trustees of dissolved corporation: Powers of directors. 78.590
Trustees of dissolved corporation: Authority to sue and be sued; joint and several responsibility. 78.595
Trustees or receivers for dissolved corporations: Appointment; powers. 78.600
Jurisdiction of district court. 78.605
Duties of trustees or receivers; payment and distribution to creditors and stockholders. 78.610
Abatement of pending actions; substitution of dissolution trustees or receivers. 78.615
Dissolution or forfeiture of charter by decree of court; filing. 78.620
Insolvency; Receivers and Trustees
Reorganization under federal law: Powers of corporation. 78.622
Application of creditors or stockholders of insolvent corporation for injunction and appointment of receiver or trustee; hearing. 78.630
Appointment of receiver or trustee of insolvent corporation: Powers. 78.635
Property and privileges of insolvent corporation vest in appointed receiver. 78.640
Corporation may resume control upon payment of debts and receipt of capital to conduct business; order of court dissolving corporation and forfeiting charter. 78.645
Stockholders’ application for injunction and appointment of receiver when corporation mismanaged. 78.650
Reorganization of corporation by majority of stockholders during receivership. 78.655
Powers of district court. 78.660
Receiver to take possession of corporate assets upon court order. 78.665
Inventory, list of debts and reports by receiver. 78.670
Creditors’ proofs of claims; when participation barred; notice. 78.675
Creditors’ claims to be in writing under oath; examination of claimants. 78.680
Action on creditors’ claims; appeal of disallowed claims. 78.685
Substitution of receiver as party; abatement of actions. 78.695
Sales of encumbered or deteriorating property. 78.700
Compensation, costs and expenses of receiver. 78.705
Distribution of money to creditors and stockholders. 78.710
Acts of majority of receivers effectual; removal and vacancies. 78.715
Employees’ liens for wages when corporation insolvent. 78.720
Reincorporation; Renewal and Revival of Charters
Domestic corporations in existence on April 1, 1925, may reincorporate under this chapter. 78.725
Renewal or revival: Procedure; fee; certificate as evidence. 78.730
Renewal or revival: Status of corporation. 78.740
Suits Against Corporations, Directors, Officers, Employees, Agents and Stockholders
Action against stockholder for unpaid subscriptions; limitation of action. 78.745
Liability of stockholder, director or officer for debt or liability of corporation. 78.747
Service of process on corporations. 78.750
Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions. 78.7502
Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses. 78.751
Insurance and other financial arrangements against liability of directors, officers, employees and agents. 78.752
Secretary of State; Duties and Fees
Duties: Collection of fees; employment of new technology to aid in performance. 78.755
Filing fees: Articles of incorporation. 78.760
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. 78.765
Filing fees: Certificates of restated articles of incorporation. 78.767
Filing fee: Certificate of dissolution. 78.780
Miscellaneous fees. 78.785
Miscellaneous Provisions
Registration of natural person or corporation willing to serve as resident agent for corporation, limited-liability company or limited partnership. 78.795

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