351.780. Compulsory purchase of shares after death of shareholder.
Compulsory purchase of shares after death of shareholder.
351.780. 1. This section and sections 351.785 to351.790 apply to a statutory close corporation only if soprovided in its articles of incorporation. If these sectionsapply, the executor or administrator of the estate of a deceasedshareholder may require the corporation to purchase or cause tobe purchased all, but not less than all, of the decedent'sshares or to be dissolved.
2. The provisions of sections 351.785 to 351.790 may bemodified only if the modification is set forth or referred to inthe articles of incorporation.
3. An amendment to the articles of incorporation to providefor application of sections 351.785 to 351.790, or to modify ordelete the provisions of these sections, shall be approved bythe holders of at least two-thirds of the votes of each class orseries of shares of the statutory close corporation, voting asseparate classes or series, whether or not otherwise entitled tovote on amendments. If the corporation has no shareholders whenthe amendment is proposed, it shall be approved by at leasttwo-thirds of the subscribers for shares, if any, or, if none,by all of the incorporators.
4. A shareholder who votes against an amendment to modifyor delete the provisions of sections 351.785 to 351.790 isentitled to dissenters' rights under sections 351.870 to351.930, if the amendment upon adoption terminates orsubstantially alters his existing rights under these sections tohave his shares purchased.
5. A shareholder may waive his and his estate's rightsunder sections 351.785 to 351.790 by a signed writing.
6. Sections 351.785 to 351.790 do not prohibit any otheragreement providing for the purchase of shares upon ashareholder's death, nor do they prevent a shareholder fromenforcing any remedy he has independent of these sections.
(L. 1990 H.B. 1432)