351.015. Definitions.
Definitions.
351.015. As used in this chapter, unless the context otherwiserequires:
(1) "Articles of incorporation" includes the original articles ofincorporation and all amendments thereto, and includes articles of mergeror consolidation;
(2) "Authorized shares" means the aggregate number of shares of stockof all classes, whether with or without par value, which the corporation isauthorized to issue. Shares of its own stock belonging to a corporationshall be deemed to be issued shares but not outstanding shares;
(3) "Certificate of stock" means a written instrument signed by orbearing the facsimile signature of the proper corporate officers, asrequired by this chapter, evidencing the fact that the person therein namedis the holder of record of the share or shares therein described;
(4) "Control share acquisition" means the acquisition, directly orindirectly, by any person of ownership of, or the power to direct theexercise of voting power with respect to, issued and outstanding controlshares. For the purposes of this chapter, shares acquired within ninetydays of any acquisition of shares or shares acquired pursuant to a plan tomake a control share acquisition are considered to have been acquired inthe same acquisition. For the purposes of this chapter, a person whoacquires shares in the ordinary course of business for the benefit ofothers in good faith and not for the purpose of circumventing this chapterhas voting power only of shares in respect of which that person would beable to exercise or direct the exercise of votes without furtherinstruction from others. The acquisition of any shares of an issuingpublic corporation does not constitute a control share acquisition if theacquisition is consummated in any of the following circumstances:
(a) Prior to June 13, 1984;
(b) Pursuant to a contract in existence prior to June 13, 1984;
(c) Pursuant to a will or other testamentary disposition, the laws ofdescent and distribution or by intervivos gift where such gift is made ingood faith and not for the purpose of circumventing section 351.407;
(d) Pursuant to a public offering, a private placement, or any otherissuance of shares by an issuing public corporation;
(e) By, on behalf of, or pursuant to any benefit or othercompensation plan or arrangement of an issuing public corporation;
(f) Pursuant to the conversion of debt securities into shares of anissuing public corporation under the terms of such debt securities;
(g) Pursuant to a binding contract, other than any contract createdby, pursuant to, or in connection with a tender offer, whereby the holdersof shares representing at least two-thirds of the voting power of anissuing public corporation, such holders acting simultaneously, agreed tosell such shares to any person;
(h) Pursuant to the satisfaction of a pledge or other securityinterest created in good faith and not for the purpose of circumventingsection 351.407;
(i) Pursuant to a merger or consolidation effected in compliance withsections 351.410 to 351.458 if the issuing public corporation is a party tothe agreement of merger or consolidation;
(j) Pursuant to a binding contract or other arrangement with anyindividual, foreign or domestic corporation (whether or not for profit),partnership, limited liability company, unincorporated society orassociation, or other entity which, at any time within one year prior tothe acquisition in question, owned shares representing more than fiftypercent of the voting power of the issuing public corporation;
(k) By or from any person whose shares have been previously accordedvoting rights pursuant to section 351.407; provided, the acquisitionentitles the person making the acquisition, directly or indirectly, aloneor as a part of a group, to exercise or direct the exercise of voting powerof the corporation in the election of directors within a range of thevoting power not in excess of the range of voting power associated with theshares to which voting rights have been previously accorded;
(5) "Control shares" means shares that, except for this chapter,would have voting power with respect to shares of an issuing publiccorporation that, when added to all other shares of the issuing publiccorporation owned by a person or in respect to which that person mayexercise or direct the exercise of voting power, would entitle that person,immediately after acquisition of the shares, directly or indirectly, aloneor as a part of a group, to exercise or direct the exercise of the votingpower of the issuing public corporation in the election of directors withinany of the following ranges of voting power:
(a) One-fifth or more but less than one-third of all voting power;
(b) One-third or more but less than a majority of all voting power;
(c) A majority or more of all voting power; provided, however, thatshares which the person or the group have owned or of which the person orthe group could have exercised or directed the voting for more than tenyears shall not be deemed to be control shares and shall not be aggregatedfor the purpose of determining inclusion within the above-stated ranges;
(6) "Corporation" or "domestic corporation" includes corporationsorganized under this chapter or subject to some or all of the provisions ofthis chapter except a foreign corporation;
(7) "Foreign corporation" means a corporation for profit organizedunder laws other than the laws of this state;
(8) "Incorporator" means a signer of the original articles ofincorporation;
(9) "Interested shares" means the shares of an issuing publiccorporation in respect of which any of the following persons may exerciseor direct the exercise of the voting power of the corporation in theelection of directors:
(a) An acquiring person or member of a group with respect to acontrol share acquisition;
(b) Any officer of the issuing public corporation elected orappointed by the directors of the issuing public corporation;
(c) Any employee of the issuing public corporation who is also adirector of such corporation;
(10) "Issuing public corporation", unless the articles ofincorporation provide otherwise as to the applicability of this section,means a corporation that has a class of voting stock registered with thesecurities and exchange commission under Section 12 of the Exchange Act andis either (a) a corporation incorporated under the laws of the state ofMissouri, or, (b) subdivision (2) of section 351.690 notwithstanding, anyinsurance company organized pursuant to the laws of Missouri and doingbusiness under the provisions of chapter 376, RSMo, provided that thebylaws of such insurance company expressly state that such insurancecompany shall, for the purposes of this chapter, be included within thedefinition of "issuing public corporation";
(11) "Net assets", for the purpose of determining the right of acorporation to purchase its own shares and of determining the right of acorporation to declare and pay dividends and the liabilities of directorstherefor, shall not include shares of its own stock belonging to acorporation;
(12) "Paid-in surplus" means all that part of the considerationreceived by the corporation for, or on account of, all shares issued whichdoes not constitute stated capital minus such formal reductions from saidsum as may have been effected in a manner permitted by this chapter;
(13) "Person" includes, without limitation, an individual, a foreignor domestic corporation whether not for profit or for profit, apartnership, a limited liability company, an unincorporated society orassociation, two or more persons having a joint or common interest, or anyother entity;
(14) "Registered office" means that office maintained by thecorporation in this state, the address of which is on file in the office ofthe secretary of state;
(15) "Shareholder" means one who is a holder of record of shares in acorporation;
(16) "Shares" are the units into which the shareholders' rights toparticipate in the control of the corporation, in its surplus or profits,or in the distribution of its assets, are divided;
(17) "Stated capital" means at any particular time the sum of:
(a) The par value of all shares then issued having a par value; and
(b) The consideration received by the corporation for all shares thenissued without par value except such part thereof as may have beenallocated otherwise than to stated capital in a manner permitted by law;and
(c) Such amounts not included in paragraphs (a) and (b) of thissubdivision as may have been transferred to the stated capital account ofthe corporation, whether upon the issue of shares as a share dividend orotherwise, minus such formal reductions from said sum as may have beeneffected in a manner permitted by this chapter;
(18) "Subscriber" means one who subscribes for shares in acorporation, whether before or after incorporation.
(L. 1943 p. 410 § 2, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1984 S.B. 409, A.L. 1987 H.B. 349, A.L. 1990 H.B. 1432, A.L. 1993 S.B. 66 & 20, A.L. 2007 H.B. 431)