§ 351.190 — A corporation may determine that only a part of the consideration for which shares may be issued shall be stated capital, when.

Missouri § 351.190

• Jurisdiction: Missouri
• Title XXIII: CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
• Ch. 351: General and Business Corporations

Text

1.  A corporation may determine that only a part of the consideration for which its shares may be issued, from time to time, shall be stated capital; provided, that in the event of any such determination:

(1)  If the shares issued shall consist wholly of shares having a par value, then the stated capital represented by such shares shall be the aggregate par value of the shares so issued;

(2)  If the shares issued shall consist wholly of shares without par value, all of which have a preferential right in the assets of the corporation in the event of its involuntary liquidation, then the stated capital represented by such shares shall not be less than the aggregate preferential amount payable upon such shares in the event of involuntary liquidation;

(3)  If the shares issued consist wholly of shares without par value, and none of such shares has a preferential right in the assets of the corporation in the event of its involuntary liquidation, then the stated capital represented by such shares shall be the total consideration received therefor less such part thereof as may be allocated to paid-in surplus;

(4)  If the shares issued shall consist of several or all of the classes of shares enumerated in subdivisions (1), (2) and (3) of this subsection, then the stated capital represented by such shares shall not be less than the aggregate par value of any shares so issued having a par value and the aggregate preferential amount payable upon any shares so issued without par value having a preferential right in the event of involuntary liquidation.

2.  In order to determine that only a part of the consideration for which shares without par value may be issued from time to time shall be stated capital, the board of directors shall adopt a resolution setting forth the part of such consideration allocated to stated capital and the part otherwise allocated, and expressing such allocation in dollars.  If the board of directors shall not have determined at the time of the issuance of any shares issued for cash, or within sixty days after the issuance of any shares issued for labor or services actually performed for the corporation or issued for property other than cash, that only a part of the consideration for shares so issued shall be stated capital, then the stated capital of the corporation represented by such shares shall be an amount equal to the aggregate par value of all such shares having a par value, plus the consideration received from all such shares without par value.

3.  The stated capital of the corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the surplus of the corporation be transferred to stated capital.  The board of directors may direct that the amount of the surplus so transferred shall be deemed to be stated capital in respect of any designated class of shares.

Legislative History

(L. 1943 p. 410 § 20) (1966) Reduction of nominal capitalization of corporation is regarded as a fundamental change in corporation and in the absence of a specific statute authorizing it, corporation may not reduce the number of its authorized shares of stock in the sense of permanently retiring a portion of them, and purchase of its own shares by corporation constitutes reduction of its capital, at least if corporation has no surplus or if it cancels and retires the stock. State v. Culley (Mo.), 399 S.W.2d 49.