Missouri Revised Statutes

Mo. Rev. Stat. § 351.455 (2026)

Shareholder entitled to appraisal and payment of fair value, when

✓ current as of May 2026

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351.455. Shareholder entitled to appraisal and payment of fair value, when — remedy exclusive, when. — 1. Any shareholder shall be deemed a dissenting shareholder and entitled to appraisal under this section if such shareholder:

(1) Owns stock of a corporation which is a party to a merger or consolidation as of the record date for the meeting of shareholders at which the plan of merger or consolidation is submitted to a vote;

(2) Files with the corporation before or at such meeting a written objection to such plan of merger or consolidation;

(3) Does not vote in favor thereof if the shareholder owns voting stock as of such record date; and

(4) Makes written demand on the surviving or new corporation within twenty days after the merger or consolidation is effected for payment of the fair value of such shareholder's shares as of the day before the date on which the vote was taken approving the merger or consolidation.

2. The surviving or new corporation shall pay to each such dissenting shareholder, upon surrender of his or her certificate or certificates representing said shares in the case of certificated shares, the fair value thereof. Such demand shall state the number and class of the shares owned by such dissenting shareholder. Any shareholder who:

(1) Fails to file a written objection prior to or at such meeting;

(2) Fails to make demand within the twenty-day period; or

(3) In the case of a shareholder owning voting stock as of such record date, votes in favor of the merger or consolidation;

shall be conclusively presumed to have consented to the merger or consolidation and shall be bound by the terms thereof and shall not be deemed to be a dissenting shareholder.

3. Notwithstanding the provisions of subsection 1 of section 351.230, notice under the provisions of subsection 1 of section 351.230 stating the purpose for which the meeting is called shall be given to each shareholder owning stock as of the record date for the meeting of shareholders at which the plan of merger or consolidation is submitted to a vote, whether or not such shareholder is entitled to vote.

4. If within thirty days after the date on which such merger or consolidation was effected the value of such shares is agreed upon between the dissenting shareholder and the surviving or new corporation, payment therefor shall be made within ninety days after the date on which such merger or consolidation was effected, upon the surrender of his or her certificate or certificates representing said shares in the case of certificated shares. Upon payment of the agreed value the dissenting shareholder shall cease to have any interest in such shares or in the corporation.

5. If within such period of thirty days the shareholder and the surviving or new corporation do not so agree, then the dissenting shareholder may, within sixty days after the expiration of the thirty-day period, file a petition in any court of competent jurisdiction within the county in which the registered office of the surviving or new corporation is situated, asking for a finding and determination of the fair value of such shares, and shall be entitled to judgment against the surviving or new corporation for the amount of such fair value as of the day prior to the date on which such vote was taken approving such merger or consolidation, together with interest thereon to the date of such judgment. The judgment shall be payable only upon and simultaneously with the surrender to the surviving or new corporation of the certificate or certificates representing said shares in the case of certificated shares. Upon the payment of the judgment, the dissenting shareholder shall cease to have any interest in such shares, or in the surviving or new corporation. Such shares may be held and disposed of by the surviving or new corporation as it may see fit. Unless the dissenting shareholder shall file such petition within the time herein limited, such shareholder and all persons claiming under such shareholder shall be conclusively presumed to have approved and ratified the merger or consolidation, and shall be bound by the terms thereof.

6. The right of a dissenting shareholder to be paid the fair value of such shareholder's shares as herein provided shall cease if and when the corporation shall abandon the merger or consolidation.

7. When the remedy provided for in this section is available with respect to a transaction, such remedy shall be the exclusive remedy of the shareholder as to that transaction, except in the case of fraud or lack of authorization for the transaction.

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(L. 1943 p. 410 § 71, A.L. 2003 S.B. 394, A.L. 2006 H.B. 1715)

(2001) In dissenting shareholders' appraisal proceeding, proper valuation of minority stock calculates value of corporation as a whole and awards pro-rata share to dissenting shareholders; applications of a minority discount and a discount for lack of marketability are inappropriate. Swope v. Siegel-Robert, Inc., 243 F.3d 486 (8th Cir.).

Notes of Decisions

Cited in 13 cases, 1968–2020 · leading case: Swope v. Siegel-Robert, Inc., 74 F. Supp. 2d 876 (E.D. Mo. 1999).

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Swope v. Siegel-Robert, Inc., 74 F. Supp. 2d 876 (E.D. Mo. 1999). · cites it 51× “§ 351.455 seeking the Court's "fair value" determination of their shares in Siegel-Robert, Inc.”

King v. F.T.J., Inc., 765 S.W.2d 301 (Mo. Ct. App. 1988). · cites it 14× “In accordance with § 351.455 1 , share-holders objecting to a merger are entitled to be paid “fair value” for their stock, assuming that they meet the requirements otherwise set forth in the statute.”

Hunter v. Mitek Indus., 721 F. Supp. 1102 (E.D. Mo. 1989). · cites it 18× “This is a diversity case under Missouri's shareholder dissenters rights statute, Mo. Rev.Stat. § 351.455 (1986). The action arises from the merger of Mitek Industries, Inc.”

Hart v. Kupper Parker Commc'ns, Inc., 114 S.W.3d 342 (Mo. Ct. App. 2003). · cites it 19× “If a shareholder of a corporation which is a party to a merger or consolidation shall file with such corporation, prior to or at the meeting of shareholders at which the plan of merger or consolidation is submitted to a vote, a written objection to such plan of merger or…”

Rosemann v. Roto-Die Co., 947 S.W.2d 507 (Mo. Ct. App. 1997). · cites it 10× “(Roto-Die), at the time immediately prior to the merger effective date, and pursuant to § 351.455 RSMo 1994. 1 In his petition, appellant named Roto-Die, Richard Rosemann, Thomas Rosemann and Melvin Stanley as defendants.”

Flarsheim v. Twenty Five Thirty Two Broadway Corp., 432 S.W.2d 245 (Mo. 1968). · cites it 4× “Section 351.455 specifically gives a dissenting shareholder in a merger the right to elect to be paid the fair value of his shares in the same way as in the case of a sale of corporate assets.”

Phillip L. Rosemann v. Roto-Die, Inc., 276 F.3d 393 (8th Cir. 2002). · cites it 2× “See Mo. Rev. Stat. § 351.455 . The state court rejected the claim because Rosemann initially voted in favor of the merger.”

Kirtz v. Advanced Instruments, Inc., 581 S.W.2d 868 (Mo. Ct. App. 1979). · cites it 4× “Plaintiffs Frank Groom Kirtz and Mary Jane Kirtz filed suit under § 351.455, RSMo. 1969, as objecting minority shareholders to the merger of Med-Science Electronics, Inc.”

TBK Partners v. Chomeau, 104 F.R.D. 127 (E.D. Mo. 1985). · cites it 2× “The Merger Offer further provides that Reliable will extend dissenter’s appraisal rights, pursuant to section 351.455 of the Business Corporation Law of Missouri, to the extent legally available.”

Kirtz v. Wiggin, 483 F. Supp. 148 (E.D. Mo. 1980). · cites it 6× “Louis under Section 351.455 RSMo., seeking judgment for such amount as the court should determine to be the "full value" of their shares as of the day prior to the date the vote on merger was taken, together with interest thereon to date of judgment.”

Joan L. Robinson, Respondent/Cross-Appellant v. John F. Langenbach, Judy Lanfri f/k/a Judy Longbrook, & Perma-Jack Co., Appellants/Cross-Respondents. (Mo. 2020). · cites it 9× “In Phelps, dissenting shareholders asked the Court to determine the fair value of their shares under section 351.455, RSMo 1949. Id. at 431 . In the course of determining fair value, Phelps opined, “In the various statutes the terms ‘value,’ ‘fair value,’ ‘fair cash value’ and…”

Joan L. Robinson, Respondent/Cross-Appellant v. John F. Langenbach, Judy Lanfri f/k/a Judy Longbrook, & Perma-Jack Co., Appellants/Cross-Respondents. (Mo. Ct. App. 2019). · cites it 2× “In determining the fair value of PJC’s stock in this shareholder-oppression case, both Robinson and Appellants argue that this Court may look to case law addressing fair value under Section 351.455, and we agree. Robinson here challenges the trial court’s application of both the…”

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