Missouri § 355.726 Judicial dissolution.

Missouri Statutes

§ 355.726 — Judicial dissolution.

Missouri § 355.726

Title XXIIICORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Ch. 355Nonprofit Corporation Law

This text of Missouri § 355.726 (Judicial 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. § 355.726 (2026).

Text

1. The circuit court may dissolve a corporation:

(1)In a proceeding by the attorney general if it is established that:

(a)The corporation obtained its articles of incorporation through fraud;

(b)The corporation has continued to exceed or abuse the authority conferred upon it by law;

(c)The corporation is a public benefit corporation other than a church or convention or association of churches and the corporate assets are being misapplied or wasted; or

(d)The corporation is a public benefit corporation other than a church or convention or association of churches and is no longer able to carry out its purposes;

(2)Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, in a proceeding by fifty

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1. The circuit court may dissolve a corporation:

(1) In a proceeding by the attorney general if it is established that:

(a) The corporation obtained its articles of incorporation through fraud;

(b) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(c) The corporation is a public benefit corporation other than a church or convention or association of churches and the corporate assets are being misapplied or wasted; or

(d) The corporation is a public benefit corporation other than a church or convention or association of churches and is no longer able to carry out its purposes;

(2) Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;

(b) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;

(c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;

(d) The corporate assets are being misapplied or wasted; or

(e) The corporation is a public benefit corporation and is no longer able to carry out its purposes;

(3) In a proceeding by a creditor if it is established that:

(a) The creditor's claim has been reduced to a judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or

(b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

2. Prior to dissolving a corporation, the court shall consider whether:

(1) There are reasonable alternatives to dissolution;

(2) Dissolution is in the public interest, if the corporation is a public benefit corporation other than a church or convention or association of churches;

(3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.