351.845. Shareholder option to dissolve corporation.
Shareholder option to dissolve corporation.
351.845. 1. The articles of incorporation of a statutoryclose corporation may authorize one or more shareholders, or theholders of a specified number of percentage of shares of anyclass or series, to dissolve the corporation at will or upon theoccurrence of a specified event or contingency. The shareholderor shareholders exercising this authority shall give writtennotice of the intent to dissolve to all the other shareholders.Thirty-one days after the effective date of the notice, thecorporation shall begin to wind up and liquidate its businessand affairs and file articles of dissolution under sections351.468 to 351.482.
2. Unless the articles of incorporation provide otherwise,an amendment to the articles of incorporation to add, change, ordelete the authority to dissolve described in subsection 1 ofthis section shall be approved by the holders of all theoutstanding shares, whether or not otherwise entitled to vote onamendments, or if no shares have been issued, by all thesubscribers for shares, if any, or if none, by all theincorporators.
(L. 1990 H.B. 1432)