Missouri Revised Statutes § 357.180 - Dissolution proceedings, how taken
This section sets out how a corporation may dissolve and move into a cooperative reincorporation, including stockholder voting, filings with the secretary of state, and asset transfer.
357.180. Dissolution proceedings, how taken. — 1. Whenever eighty percent of the stockholders of a corporation engaged in agricultural or mercantile business vote for a dissolution of said corporation for the purpose of reincorporating under the cooperative plan as provided for in sections 276.160 to 276.230, the stockholders shall by motion direct the secretary of said corporation to transmit a certified copy of the dissolution proceeds to the secretary of state and said certified copy shall be taken as prima facie evidence of a voluntary dissolution of the corporation; provided, however, that said dissolution shall not become effective until all the provisions as herein stated shall have been complied with. 2. Upon receipt of the order asking for dissolution the secretary of state shall issue a permit granting said corporation the privilege of dissolution from and after the time that all acts of incorporation under the cooperative plan have been complied with; provided, however, that only eighty percent of the shareholders of said corporation shall be required to sign the articles of association or agreement. 3. The board shall have power to purchase at its book value, all stock in excess of ten percent of the capital stock held by any shareholder. The president and secretary of the corporation seeking dissolution shall execute and acknowledge in the name and in behalf of such former corporation, a conveyance of all property, real and personal, and assets of every description of the said former corporation conveying the same to the new cooperative association so incorporated, and such conveyance shall have the effect to vest in such new cooperative association all the right, title and interest in such property, real and personal, and assets of any description, which were at any time possessed by said former corporation. The new cooperative association shall be liable for all debts and claims against said former corporation. (RSMo 1939 § 14420) Prior revision: 1929 § 12762