351.200. Redemption or purchase of own shares--retirement of shares.
Redemption or purchase of own shares--retirement of shares.
351.200. 1. Any corporation which has issued shares of any class ofstock may, subject to the provisions of its articles of incorporation,redeem all or any part of such shares if subject to redemption under theprovisions of its articles of incorporation, or purchase all or any part ofsuch shares, but in the case of shares subject to redemption at notexceeding the price or prices at which the shares may be redeemed, and mayby resolution of its board of directors apply to the redemption or purchasean amount out of its stated capital not exceeding the amount of statedcapital represented by the shares so redeemed or purchased whereupon theshares so redeemed or purchased out of stated capital are deemed to beretired; but no such redemption or purchase shall be made out of statedcapital unless the assets of the corporation remaining after suchredemption or purchase are sufficient to pay any debts of the corporationthe payment of which has not been otherwise provided for.
2. Any corporation may also by resolution of its board of directors,subject to the provisions of its articles of incorporation, redeem orpurchase all or any part of the shares of any class or series of stock outof surplus, and may at any time by resolution of its board of directorsretire any shares so redeemed or purchased out of surplus or acquired bythe corporation in any other manner not covered by subsection 1 or 3 ofthis section.
3. Whenever any corporation reacquires any of its shares of any classor series of stock upon the conversion or exchange of such shares into orfor other shares of the corporation, the reacquired shares shall be deemedto be retired and the amount of stated capital theretofore represented bythe reacquired shares shall automatically be transferred to such othershares to the extent of the aggregate stated capital represented by suchother shares. Whenever upon the conversion or exchange of shares into orfor other shares of the corporation the amount of stated capitalrepresented by the reacquired shares exceeds the total aggregate statedcapital represented by such other shares, the corporation may at any timethereafter by resolution of its board of directors reduce its statedcapital by any amount not exceeding the amount of such excess.
4. Whenever any stated capital is applied to the redemption orpurchase of shares of any class or series of stock pursuant to subsection 1of this section, any shares are retired pursuant to subsection 2 of thissection, or stated capital is reduced pursuant to subsection 3 of thissection, the stated capital of the corporation shall be reduced by theamount represented by the shares redeemed or purchased of stated capitalpursuant to subsection 1 of this section, or shall be reduced by the amountof the stated capital represented by the shares retired pursuant tosubsection 2 of this section, or shall be reduced by the amount specifiedby the resolution of the board of directors adopted pursuant to subsection3 of this section. All shares retired by operation of subsection 1, 2 or 3of this section shall become authorized and unissued shares of the class towhich they belong, unless the reissue thereof is prohibited by the articlesof incorporation, in which case the authorized shares of such class shallbe reduced to the extent of the shares so retired.
(RSMo 1939 § 5360, A.L. 1943 p. 410 § 13, A.L. 1945 p. 696, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2004 H.B. 1664)