Who runs a Missouri corporation

Missouri law puts it plainly. A corporation’s property and business “shall be controlled and managed by a board of directors.” The shareholders, who are the owners, elect the directors. The directors set policy and pick the officers. The officers run the business day to day.

In a small company, one or two people often fill all three roles. The law still treats them as three separate hats. Some decisions belong to the board, like approving a loan, issuing shares or paying a dividend. Make those as board decisions and write them down. That holds even when the board is the same person who signs the checks.

Shareholder meetings

Missouri law requires a yearly shareholder meeting to elect directors, on a day set in your bylaws. The law also says that missing the meeting “shall not work a forfeiture or dissolution of the corporation.” In plain words, your corporation does not end just because you skipped it.

That is not permission to skip meetings. The yearly meeting is where directors are elected. If the board has not been properly elected for years, its decisions are open to challenge when a dispute finally comes. Many small corporations meet the rule with a short meeting, or a signed written consent, and a page of minutes.

Books and records

Missouri law (RSMo 351.215) requires your corporation to keep correct and complete books. They include:

• Accounts of what the company owns and what it owes.
• Minutes of shareholder and board meetings.
• The names and addresses of the officers.
• The shares sold, who owns them, how much was paid, and every transfer with its date.

The records stay at the registered office or main place of business in Missouri, or with a Missouri transfer agent.

Each shareholder may look at the books at proper times, under rules the bylaws may set. An officer who refuses or fails to allow that forfeits $250 for each offense.

When a request to see records turns into a standoff, the fight is usually about something bigger. See partnership and shareholder disputes.

The annual registration report

Every Missouri corporation files a registration report with the Secretary of State each year. So does every out-of-state corporation licensed to do business here. It is due in the month the company was formed or licensed, unless it has changed that month. A new corporation files its first report within thirty days of forming or being licensed.

The report lists:

• The corporate name.
• The registered agent and the agent’s Missouri street address.
• The names and addresses of the officers and directors.
• The mailing address of the main place of business.

The Secretary of State’s fee list shows $20 for an on-time report filed online and $45 on paper. Check the fee on sos.mo.gov before you file.

Anyone can look up the report. A lender, a landlord or a buyer’s lawyer checks it early. An old officer list or agent address is a small fix now. It is a bigger one in the middle of a deal.

A simple compliance calendar

• Annual registration report, in your filing month.
• Yearly shareholder meeting, or a signed written consent instead, with minutes.
• Board meeting or written consent approving officers, big contracts, borrowing and payouts.
• Stock records updated for every new share and every transfer.
• Registered agent and office checked, and any changes filed.
• Bylaws and any shareholder agreement reread against how you really operate.

LLCs follow a different set of rules. Their operating agreement takes the place of bylaws and board meetings. The same habits still apply. Harjot Singh Padda, JD, prepares these documents and yearly records for small corporations and LLCs. Mr. Padda can also bring a company that has fallen behind back into order. That matters before a sale, a loan or a buyout puts your records under a microscope.

Common questions

Related reading

• Operating agreements
• Buy-sell agreements
• Partnership and shareholder disputes
• Business law practice