Missouri § 351.476 Effect of dissolution.

Missouri Statutes

§ 351.476 — Effect of dissolution.

Missouri § 351.476

Title XXIIICORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Ch. 351General and Business Corporations

This text of Missouri § 351.476 (Effect of dissolution.) is published on Counsel Stack Legal Research, covering Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Mo. Rev. Stat. § 351.476 (2026).

Text

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 tra

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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.