351.055. Articles of incorporation, required contents--optional contents.
Articles of incorporation, required contents--optional contents.
351.055. 1. The articles of incorporation shall set forth:
(1) The name of the corporation;
(2) The address, including street and number, if any, of its initialregistered office in this state, and the name of its initial registeredagent at such address;
(3) If the aggregate number of shares which the corporation shallhave the authority to issue exceeds thirty thousand shares or the par valueexceeds thirty thousand dollars the corporation shall indicate the numberof shares of each class, if any, that are to have a par value and the parvalue of each share of each such class, and the number of shares of eachclass, if any, that are to be without par value and also a statement of thepreferences, qualifications, limitations, restrictions, and the special orrelative rights including convertible rights, if any, in respect of theshares of each class;
(4) The name and physical business or residence address of eachincorporator;
(5) The number of years the corporation is to continue, which may beany number or perpetual;
(6) The purposes for which the corporation is formed.
2. The articles of incorporation may set forth:
(1) The number of directors to constitute the board of directors;
(2) The extent if any to which the preemptive right of a shareholderto acquire additional shares is limited or denied;
(3) If the incorporators, the directors pursuant to subsection 1 ofsection 351.090 or the shareholders pursuant to subsection 2 of section351.090 choose to do so, a provision eliminating or limiting the personalliability of a director to the corporation or its shareholders for monetarydamages for breach of fiduciary duty as a director, provided that suchprovision shall not eliminate or limit the liability of a director (a) forany breach of the director's duty of loyalty to the corporation or itsshareholders, (b) for acts or omissions not in subjective good faith orwhich involve intentional misconduct or a knowing violation of law, (c)pursuant to section 351.345 or (d) for any transaction from which thedirector derived an improper personal benefit. No such provision shalleliminate or limit the liability of a director for any act or omissionoccurring prior to the date when such provision becomes effective. Onmotion to dismiss, a person challenging the applicability of such aprovision shall plead facts challenging such applicability withparticularity, and there shall be no discovery until such motion to dismisshas been determined. All references in this subdivision to a directorshall also be deemed to refer (e) to a member of the governing body of acorporation which is not authorized to issue capital stock and (f) to suchother person or persons, if any, who, pursuant to a provision of thearticles of incorporation in accordance with this chapter, exercise orperform any of the powers or duties otherwise conferred or imposed upon theboard of directors by this chapter;
(4) Any other provisions, not inconsistent with law, which theincorporators, the directors pursuant to subsection 1 of section 351.090 orthe shareholders pursuant to subsection 2 of section 351.090 may choose toinsert.
(RSMo 1939 § 5538, A.L. 1943 p. 410 § 50, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 2000 S.B. 896, A.L. 2004 H.B. 1664)Prior revisions: 1929 § 4933; 1919 § 10144; 1909 § 3339