SB 0394 Modifies law governing corporate formalities
LR Number:1411S.10T Fiscal Note:1411-10
Committee:Judiciary and Civil & Criminal Jurisprudence
Last Action:07/03/03 - Signed by Governor Journal page:
Title:CCS HCS SB 394
Effective Date:August 28, 2003
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Current Bill Summary

CCS/HCS/SB 394 - This act allows a signature on any document filed with the Secretary of State under Chapter 351 RSMo, to be done by a facsimile, conformed signature or electronically transmitted signature.

Notice of postponement of a shareholders meeting no longer must precede the date originally set for the meeting.

A class or series of stockholders may elect directors in accordance with the article of incorporation, provided the articles of incorporation allow such an election. The term of office and voting powers of such directors may be greater or less than those of other directors. When vacancies occur in such directorships, a majority of the then existing directors of such class, classes or series may fill the vacancy. A corporation in its articles of incorporation or by action of its Board of Directors may waive in advance opportunities the corporation might be entitled under the corporate opportunity doctrine.

Mergers or consolidations solely between certain general partnerships are governed by provisions of the Uniform Partnership Law. The act revises the procedure for mergers and consolidations under the Uniform Partnership Law and authorizes domestic general partnerships to merge or consolidate with other business entities. A shareholder with voting rights who objects to a merger or consolidation is given the right to appraisal if the objection is filed prior to the meeting of the shareholders. Such remedy shall be the exclusive remedy of the shareholder, except in cases of fraud or lack of authorization for the transaction. The agreement or merger shall be approved by the number or percentage of general and limited partners specified in the partnership agreement.

Provisions of this act are similar to SB 310 and SB 395 (2003).