351.690. Applicability of chapter to certain corporations.
Applicability of chapter to certain corporations.
351.690. The provisions of this chapter shall be applicable toexisting corporations and corporations not formed pursuant to this chapteras follows:
(1) Those provisions of this chapter requiring reports, registrationstatements and the payment of taxes and fees shall be applicable, to thesame extent and with the same effect, to all existing corporations,domestic and foreign, which were required to make such reports andregistration statements and to pay such taxes and fees, prior to November21, 1943;
(2) The provisions of this chapter shall be applicable to banks,trust companies and safe deposit companies when such provisions relating tothe internal affairs of a corporation supplement the existing provisions ofchapter 362, RSMo, or when the provisions of chapter 362, RSMo, do not dealwith a matter involving the internal affairs of a corporation organizedpursuant to the provisions of chapter 362, RSMo, as well as thoseprovisions mentioned in subdivision (1) of this section, to the extentapplicable. For the purposes of this chapter, the "internal affairs of acorporation" shall include, but not be limited to, matters of corporategovernance, director and officer liability, and financial structure;
(3) No provisions of this chapter, other than those mentioned insubdivision (1) of this section, and then only to the extent required bythe statutes pursuant to which they are incorporated, or other than theprovisions of section 351.347, or section 351.355, shall be applicable toinsurance companies, savings and loan associations, corporations formed forbenevolent, religious, scientific or educational purposes, and nonprofitcorporations;
(4) Only those provisions of this chapter which supplement theexisting laws applicable to railroad corporations, union stations,cooperative companies for profit, credit unions, street railroads,telegraph and telephone companies, booming and rafting companies, urbanredevelopment corporations, professional corporations, development financecorporations, and loan and investment companies, and which are notinconsistent with, or in conflict with the purposes of, or are not inderogation or limitation of, such existing laws, shall be applicable to thetype of corporations mentioned above in this subdivision; and withoutlimiting the generality of the foregoing, those provisions of this chapterwhich permit the issuance of shares without par value and the amendment ofarticles of incorporation for such purpose shall be applicable to railroadcorporations, union stations, street railroads, telegraph and telephonecompanies, and booming and rafting companies, professional corporations,development finance corporations, and loan and investment companies, andthose provisions of this chapter mentioned in subdivisions (1) and (2) ofthis section will apply to all corporations mentioned in this subdivision;except that, the corporate registration report and fee of a professionalcorporation pursuant to section 356.211, RSMo, shall suffice in lieu of thecorporate registration report and fee required of a business corporation;
(5) All of the provisions of this chapter to the extent providedshall apply to all other corporations existing pursuant to general laws ofthis state enacted prior to November 21, 1943, and not specificallymentioned in subdivisions (1), (2) and (3) of this section.
(L. 1943 p. 410 § 171, A.L. 1945 p. 696, A.L. 1972 H.B. 1149, A.L. 1975 S.B. 14, A.L. 1986 H.B. 1230, A.L. 1987 H.B. 349, A.L. 1990 H.B. 1361, A.L. 2000 S.B. 896, A.L. 2009 H.B. 481)