392.310. Approval of issues of stocks, bonds and other forms of indebtedness.
Approval of issues of stocks, bonds and other forms of indebtedness.
392.310. 1. A telecommunications company may, whenauthorized by order of the commission, and not otherwise, issuestock, bonds, notes or other evidence of indebtedness payable atperiods of more than twelve months after the date thereof whennecessary for the acquisition of property, the construction,completion, extension or improvement of its facilities or theimprovement or maintenance of its service within the state, orfor the discharge or lawful refunding of its obligations, orreimbursement of moneys actually expended from the income fromany source, within five years next prior to the filing of theapplication therefor, or for any of such purposes; provided,however, that no order shall be granted authorizing such issuefor reimbursement of moneys expended from income for bettermentsor replacements unless the applicant shall have kept its accountsand vouchers of such expenditures in such manner as to enable thecommission to ascertain the amount of moneys so expended and thepurposes for which such expenditures were made.
2. The commission may by order authorize the issue of bonds,notes or other evidence of indebtedness for the reimbursement ofmoneys heretofore actually expended from income for any of thepurposes herein specified. The order of the commission shall fixthe amount of any such issue and the purposes to which it or itsproceeds are to be applied and recite that in the opinion of thecommission the money, property or labor procured or to beprocured or paid for by such issue or its proceeds has been or isreasonably required for the purposes specified in the order, andthat such purposes are in no part reasonably chargeable tooperating expenses or to income except in the case of bonds,notes or other evidence of indebtedness as may be permitted inthe order.
3. For the purpose of enabling the commission to determinewhether it should issue such an order the commission shall makesuch inquiry or investigation, hold such hearings and examinesuch witnesses, books, papers, documents or contracts as it maydetermine of importance in enabling it to reach a determination.
4. No such company shall, without the consent of thecommission, apply any such issue or its proceeds to any purposenot specified in the order. Such telecommunications company mayissue notes for proper business purposes and not in violation ofany provision of this chapter, or of any other law, payable atperiods of not more than twelve months, without the consent ofthe commission; but no such note shall, in whole or in part,directly or indirectly, be refunded by any issue of stock orbonds, or by any evidence of indebtedness running for more thantwelve months, without the consent of the commission.
5. No telecommunications company shall be required, however,to apply to the commission for authority to issue stocks, bonds,notes or other evidence of indebtedness except for theacquisition of property, the construction, completion, extensionor improvement of its facilities, or the improvement ormaintenance of its service within the state, or the discharge orrefunding of obligations, or reimbursement of moneys actuallyexpended for such purposes.
6. The commission shall have no power to authorize thecapitalization of any franchise or right to be a corporation, orto authorize the capitalization of any franchise, or the right toown, operate or enjoy any franchise whatsoever in excess of theamount (exclusive of any tax or annual charge) actually paid tothe state or any political subdivision thereof, as theconsideration of the grant of such franchise or right, nor shallthe corporate stock of the corporation formed by the merger orconsolidation of two or more other corporations exceed the sum ofthe capital stock of the corporation so consolidated, at the parvalue thereof, or such sum and any additional sum actually paidin cash; nor shall any contract for consolidation or lease becapitalized in the stock of any corporation whatever; nor shallany corporation hereafter issue any bonds against or as a lienupon any contract for consolidation or merger.
(RSMo 1939 § 5676, A.L. 1987 H.B. 360)Prior revisions: 1929 § 5220; 1919 § 10508