§ 351.345 — Liability of directors.

Missouri § 351.345

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

Text

In addition to any other liabilities imposed by law upon directors of a corporation, the directors of a corporation who shall knowingly declare and pay any dividend except as permitted by and in accordance with the provisions of sections 351.210 and 351.220 , and except, with respect to liquidating dividends, as permitted by, and in accordance with the provisions of this chapter in connection with reduction of stated capital or with dissolution, shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted as long as they shall respectively continue in office; provided, that the amount for which they shall be liable shall not exceed the amount of such dividend, and that if any of the directors shall be absent at the time of making the dividend, or shall object thereto, and shall file their objection, in writing, with the secretary of the corporation, they shall be exempted from said liability; and further provided that a director shall be fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities and earnings of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Legislative History

(RSMo 1939 §§ 5045, 5347, A.L. 1943 p. 410 § 44) Prior revisions: 1929 §§ 4569, 4942; 1919 §§ 9761, 10153; 1909 §§ 3002, 3348