351.467. Filing for discontinuation of certain corporations--procedure.
Filing for discontinuation of certain corporations--procedure.
351.467. 1. If the stockholders of a corporation of this state,having only two shareholders each of which own fifty percent of the stocktherein, shall be unable to agree upon the desirability of continuing thebusiness of such corporation, either stockholder may file with the circuitcourt in which the principal place of business of such corporation islocated a petition stating that it desires to discontinue the business ofsuch corporation and to dispose of the assets used in such business inaccordance with a plan to be agreed upon by both stockholders or that, ifno such plan shall be agreed upon by both stockholders, the corporation bedissolved. Such petition shall have attached thereto a copy of theproposed plan of discontinuance and distribution and a certificate statingthat copies of such petition and plan have been transmitted in writing tothe other stockholder and to the directors and officers of suchcorporation.
2. Unless both stockholders file with the court: (1) within ninetydays of the date of the filing of such petition, a certificate similarlyexecuted and acknowledged stating that they have agreed on such plan, or amodification thereof, and (2) within one hundred eighty days from the dateof the filing of such petition, a certificate similarly executed andacknowledged stating that the distribution provided by such plan had beencompleted, the court shall dissolve such corporation and shall byappointment of one or more trustees or receivers, administer and wind upits affairs in a method intended to realize the maximum value for thestockholders, including the sale of the company as a going concern, ifappropriate. Either or both of the above periods may be extended byagreement of the stockholder, evidenced by a certificate similarlyexecuted, acknowledged and filed with the court prior to the expiration ofsuch period.
3. If, at any time within ninety days prior to the date upon which apetition is filed pursuant to subsection 1 of this section, shares of acorporation are owned by or for the benefit of persons who would be deemedrelated taxpayers for purposes of Section 267 of the Internal Revenue Codeof 1986, as amended, or the regulations promulgated thereunder, then suchshares shall be deemed owned by one stockholder for purposes of thissection.
(L. 1999 S.B. 278)