351.476. Effect of dissolution. — 1. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(1) Collecting its assets;
(2) Disposing of its properties that will not be distributed in kind to its shareholders;
(3) Discharging or making provision for discharging its liabilities;
(4) Distributing its remaining property among its shareholders according to their interests; and
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
2. Dissolution of a corporation does not:
(1) Transfer title to the corporation's property;
(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(3) Subject its directors or officers to standards of conduct different from those applicable to directors and officers of a corporation which has not been dissolved; provided that any such officer or director who conducts business on behalf of the corporation except as provided in this section shall be personally liable for any obligation so incurred;
(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
(7) Terminate the authority of the registered agent of the corporation; or
(8) Make available for use by others its corporate name for a period of one year from the effective date of its dissolution.
Notes of Decisions
Cited in
17
cases (
2 in the last 5 years), 1992–2024 · leading case:
Gunter v. Bono, 914 S.W.2d 437 (Mo. Ct. App. 1996).
Gunter v. Bono, 914 S.W.2d 437 (Mo. Ct. App. 1996).
· cites it 17× “Appellants acknowledge some uncertainty as to whether the law at the time of dissolution, or at the time of default, should dictate the correct manner of bringing suit on behalf of the dissolved corporation.”
Reben v. Wilson, 861 S.W.2d 171 (Mo. Ct. App. 1993).
· cites it 4× “Appellants were correct in that sections 351.476, 351.484, and 351.486 R.”
Drummond Co. v. St. Louis Coke & Foundry Supply Co., 181 S.W.3d 99 (Mo. Ct. App. 2005).
· cites it 3× “Section 351.476 addresses the effect of a corporate dissolution, stating that a dissolved corporation cannot carry on any business save that appropriate for winding up its affairs.”
Mabin Constr. Co. v. Historic Constructors, Inc., 851 S.W.2d 98 (Mo. Ct. App. 1993).
· cites it 3× “The administrative dissolution of a corporation does not terminate the authority of its registered agent, (emphasis added) Section 351.476, RSMo Supp.1992, enacted in 1990, also provides, in relevant part, that a dissolved corporation continues its corporate existence and that…”
Blackburn v. Habitat Dev. Co., 57 S.W.3d 378 (Mo. Ct. App. 2001).
“See §§ 351.476 and 351.486, RSMo 1994. 3 . The record is devoid of any deed of conveyance or any written document containing a specific reference or promise by HDC or its agents to build a community boat dock on Lot 14.”
McCormick v. Cupp, 106 S.W.3d 563 (Mo. Ct. App. 2003).
““liquidation”) involves, first, collecting and liquidating assets (except those that will be distributed in-kind to the shareholders, assuming the corporate assets are sufficient to pay all creditors) for the purpose of paying its debts. Id.”
Phillips v. Hoke Constr., Inc., 834 S.W.2d 785 (Mo. Ct. App. 1992).
“219) and apparently replaced by § 351.476, § 351.484, and § 351.-486, RSMo Supp.”
Mesler v. Dir. of Revenue, 983 S.W.2d 605 (Mo. Ct. App. 1999).
· cites it 3× “Although the evidence may have shown RepCo had been dissolved, this does not mean that any actions taken by RepCo during dissolution were automatically void.”
RGB2, INC. v. Chestnut Plaza, Inc., 292 S.W.3d 409 (Mo. Ct. App. 2009).
· cites it 3× “ASSIGNMENT [Cherokee], by and through its last officer, director and shareholder, whose signature appears below, pursuant to the provisions of Section 351.476 RSMo., hereby acknowledges that assignment of all right, title, interest claimed, ownership and rights to enforce all…”
State ex rel. Nat'l Super Markets Inc. v. Sweeney, 949 S.W.2d 289 (Mo. Ct. App. 1997).
“National asserts these new provisions, at least one of which governs the instant proceeding, are also corporate survival statutes, rather than statutes of limitations.”
— Mo. Rev. Stat. § 351.476(1) — 2 cases
McCormick v. Cupp, 106 S.W.3d 563 (Mo. Ct. App. 2003).
““liquidation”) involves, first, collecting and liquidating assets (except those that will be distributed in-kind to the shareholders, assuming the corporate assets are sufficient to pay all creditors) for the purpose of paying its debts. Id.”
Gunter v. Bono, 914 S.W.2d 437 (Mo. Ct. App. 1996).
“Appellants acknowledge some uncertainty as to whether the law at the time of dissolution, or at the time of default, should dictate the correct manner of bringing suit on behalf of the dissolved corporation.”
— Mo. Rev. Stat. § 351.476(1)(1) — 1 case
Gunter v. Bono, 914 S.W.2d 437 (Mo. Ct. App. 1996).
“Appellants acknowledge some uncertainty as to whether the law at the time of dissolution, or at the time of default, should dictate the correct manner of bringing suit on behalf of the dissolved corporation.”
— Mo. Rev. Stat. § 351.476(2)(5) — 1 case
Gunter v. Bono, 914 S.W.2d 437 (Mo. Ct. App. 1996).
“Appellants acknowledge some uncertainty as to whether the law at the time of dissolution, or at the time of default, should dictate the correct manner of bringing suit on behalf of the dissolved corporation.”
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