New Missouri Law Allows No-Fault Judicial Dissolution

by Mark A. McColl¹, Paul G. Klug² and Jay Nathanson³

I. Introduction

Under Missouri law, judicial dissolution by direct shareholder action⁴ has traditionally been a "drastic remedy", to be utilized "only to prevent irreparable injury, imminent danger of loss or a miscarriage of justice." ⁵ This remains the case for court-ordered dissolution to be awarded in a situation involving a corporation that is not held equally by two shareholders. However, a Missouri statute that became effective in August of 1999 now allows a Missouri corporation owned equally by two shareholders to be judicially dissolved without any showing of hardship.⁶ Indeed, all that is required to judicially dissolve such a corporation is a showing that the shareholders are not able to agree on the desirability of continuing the corporation's business.⁷ Moreover, in determining whether a corporation is owned equally by two shareholders, broad attribution rules have been imported from the Internal Revenue Code of 1986, as amended (the code), rendering this new Missouri statute as unclear and overly broad as a typical code provision.

This article examines the mechanics of judicial dissolution under Missouri law through actions commenced by the shareholders. Parts II and III discuss how corporations are generally dissolved in Missouri, the process of traditional judicial dissolution under § 351.494, and the factors that must be established in order for a court to enter a decree of dissolution. Part IV reviews the judicial dissolution process in other jurisdictions. Part V discusses the history of Senate Bill 278 and the controversy surrounding its passage. Part VI analyzes § 351.467 and some of the problems that may arise under its provisions. Part VII concludes with a proposal for new legislation aimed to correct the problems created by § 351.467.

II. Judicial Dissolution of a Corporation under Missouri Law

The General and Business Corporation Law of Missouri specifically allows for a Missouri corporation to have perpetual existence if it so desires.⁸ If the articles of incorporation of a Missouri corporation provide for perpetual existence, the corporation will continue in perpetuity until it is dissolved.

When applied to a corporation, "the term dissolution . . . [means] the extinguishment of its franchise to be a corporation and the termination of its corporate existence."⁹ A dissolution can essentially occur in two ways: voluntarily or involuntarily. A discussion of voluntary dissolution is beyond the scope of this article.

Corporations can be involuntarily dissolved by: (i) a direct action brought by the stockholders;¹⁰ (ii) creditors, if a "creditor's claim has been reduced to judgment" and certain other criteria are met;¹¹ (iii) " a proceeding by the attorney general if it is" found that the "corporation obtained its articles of incorporation through fraud," or "has continued to exceed or abuse the authority conferred upon it by law;"¹² (iv) "a proceeding by the corporation to have its voluntary dissolution continued under "the supervision of the court;¹³ and (v) the secretary of state if the corporation meets certain grounds for administrative dissolution, such as failure to file its annual report, failure to "notify the secretary of state within thirty days that [the corporation's] registered agent or registered office has been changed," or failure to pay franchise taxes or penalties within 30 days after such taxes and/or penalties became due.¹⁴ The focus of this article is on (i), above, direct court actions by the stockholders.

III. Judicial Dissolution of a Corporation under § 351.494

"[A] court of equity" does not have the judicial power "to dissolve a corporation." ¹⁵ The power to grant such relief must be found in the dissolution statute.¹⁶ Prior to the enactment of § 351.467, the only enabling statute in Missouri was § 351.494. For corporations that are not held equally by two shareholders (as that term is defined in § 351.467), § 351.494 remains the only statute by which circuit courts are granted the power to dissolve a corporation.

"Venue for a proceeding brought by any other party named in § 351.494 (other than the attorney general) lies in the county where the corporation's principal office is or was last located, or, if no such office is located in the state", then in the county where its registered office is or was last located.¹⁷ In such a proceeding, a court "may issue injunctions, appoint a receiver or custodian, . . . take other action [as may be] required to preserve the corporate assets . . . and carry on the business of the corporation until a full hearing can be held." ¹⁸ A circuit court may order dissolution in a proceeding by a shareholder if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury . . . is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because to the deadlock;¹⁹

(b) The directors or those in control of the corporation, have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;²⁰

(c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired;²¹ or

(d)The corporation assets are being misapplied or wasted.²²

The Supreme Court of Missouri found the directors to be deadlocked and the shareholders incapable of breaking the deadlock. The Court noted that because there was a four member board and "the shares were evenly divided, there [was] no possibility of either side electing a majority of the directors even if an election could be conducted. It appear[ed] that the shareholders [were] unable to progress to the point of selecting a chairman for a shareholders' meeting, much less transact any business." ²⁴ In addition, given that sales had dropped dramatically, accounts receivables were going uncollected due to lack of proper attention, and the parties could not agree to allow the corporation to file a tax return, irreparable damage was threatened by reason of the management deadlock.²⁵ The Court thus remanded the case to the appellate court with directions to enter an order dissolving the corporation and appointing a liquidating receiver.²⁶

Oppressive behavior by a director or those in control of a corporation, standing alone, is also generally sufficient to invoke the remedy of dissolution.²⁷ Such allegations of oppressive conduct are "analyzed in terms of the 'fiduciary duties' owed" by directors or controlling shareholders to the minority shareholders.²⁸ To allow dissolution, a shareholder is required to prove oppression by those in control. Examples of such behavior include "'harsh and wrongful conduct', 'a lack of probity and fair dealing in the affairs of the company to the prejudice of some of its members' 'or the visible departure from . . . fair dealing, and a violation of fair play on which every shareholder who entrusts his money to the company is entitled to rely.'" ²⁹

With respect to the misapplication or waste of corporate assets, "[t]he care required by directors to see that assets are not lost or [wasted] is that which ordinarily prudent and diligent men would exercise under similar circumstances." ³⁰ The wasting of corporate assets was discussed in detail in Churchman,³¹ an action brought by a dentist seeking dissolution of a professional corporation of which he and another dentist were the directors and shareholders. In this case, the two dentists had established a corporation to practice dentistry and construct dentures. The board of directors of the corporation consisted of two directors, with each dentist serving as a director.

Subsequently, the relationship between the two deteriorated and Dr. Churchman filed an action seeking the dissolution of the corporation. In support of his action, Dr. Churchman claimed that Dr. Kehr wasted assets by "committing the . . . corporation to long-term billboard advertising obligations" when a significant portion "of the corporation's business did not come from such advertisement," entering into contracts for the construction of a sign and for landscaping at the building, and contributing $350 to a community project.³² However, the appellate court determined that the evidence was sufficient for the trial court to find that the expenses complained about "were reasonable and were for the purpose of enhancing the business of the corporation, and that Dr. Kehr acted alone by necessity because of the estrangement" between the two parties.³³

IV. Judicial Dissolution of Corporations in Jurisdictions Other Than Missouri

Section 351.494 is identical in its key terms to §14.30 of the Model Business Corporation Act (MBCA). Under § 14.30 of the MBCA, a court may dissolve a corporation: (i) in a proceeding by the attorney general, if it is found that the corporation obtained its articles of incorporation through fraud, or has continued to exceed the law or abuse the authority conferred upon it by law; (ii) in a direct action brought by a shareholder if there is deadlock and irreparable injury is threatened or being suffered, the directors have acted in a manner that is illegal, oppressive or fraudulent, or corporate assets are being wasted; (iii) in an action brought by creditors, if a creditor's claim has been reduced to judgment and certain other criteria are met; or (iv) in a proceeding brought by the corporation to have its voluntary dissolution continued under court supervision.³⁴

Many of the states close in proximity to Missouri have also patterned their judicial dissolution statutes after the MBCA. For instance, Iowa's statute on this subject is also essentially identical to the MBCA provision, with dissolution allowed upon a finding of the factors mentioned above.³⁵ Arkansas' dissolution statute also follows the MBCA closely.³⁶

Illinois has expanded upon the MBCA in certain key areas. For instance, in addition to allowing the attorney general to dissolve a "corporation if it obtained its certificate of incorporation through fraud" or it "has continued to exceed or abuse the authority conferred upon it by law," the attorney general in Illinois may also bring an action to dissolve a corporation if: (i) an "interrogatory propounded by the Secretary of State to the corporation has been answered falsely or has not been answered fully within thirty days after the mailing"; (ii) "[t]he corporation has solicited money and failed to use the money for the purpose which it was solicited, or has fraudulently solicited money"; or (iii) "[t]he corporation has substantially and willfully violated the provisions of the Consumer Fraud and Deceptive Business Practices Act." ³⁷

With respect to actions brought by an interested party, either "a member entitled to vote" or a director may bring an action to dissolve if "[t]he directors are deadlocked . . . [and] the members are unable to break the deadlock", the directors are acting "in a manner that is illegal, oppressive or fraudulent, . . . [t]he corporation's assets are being misapplied or wasted or [t]he corporation is unable to carry out its purpose."³⁸ In addition, a circuit court in Illinois has the authority to grant shareholders of non-public corporations a wide variety of remedies under a separate statute in the event of director deadlock, corporate waste, or oppressive behavior by the directors. Such remedies include the appointment of an individual as a director or officer; removing an officer or director; and ordering the purchase of the corporation or the payment of dividends.³⁹

The concept of streamlining the dissolution process is not entirely new, either. In Delaware, which bills itself as the State of Incorporation, there is a specific statute that allows a 50-50 corporation to be dissolved upon application by one of the shareholders to the Court of Chancery.⁴⁰ This statute was enacted to bring about a quick method of dissolution of a joint venture corporation.⁴¹ Section 273(a) of Title 8 of the Delaware corporation laws reads in part as follows:

(a) If the stockholders of a corporation of this State, having only 2 stockholders each of which own 50% of the stock therein, shall be engaged in the prosecution of a joint venture and if such stockholders shall be unable to agree upon the desirability of discontinuing such joint venture and disposing of the assets used in such venture, either stockholder may, unless otherwise provided in the certificate of incorporation of the corporation or in a written agreement between the stockholders, file with the Court of Chancery a petition stating that it desires to discontinue such joint venture and to dispose of the assets used in such venture in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved (emphasis added).⁴²

Unless both stockholders file with the Court of Chancery: (1) within 3 months of the date . . . of such petition, a certificate similarly executed and acknowledged stating that they have agreed on such plan, or modification thereof, and (2) within 1 year from the date of the filing of such petition, a certificate similarly executed and acknowledged stating that the distribution provided by such plan has been completed, the Court of Chancery may dissolve such corporation and may by appointment 1 or more trustees or receivers . . . administer and wind up its affairs (emphasis added).⁴⁴

V. Senate Bill 278

The history of Senate Bill 278 has been the subject of a great deal of discussion, and was the focus of a lead story in one Sunday edition of a major metropolitan newspaper in the state.⁴⁶ Senate Bill 278 was originally introduced by Missouri Senator David Klarich on Jan. 14, 1999. As initially written, the bill did not mention dissolution. Rather, it simply permitted limited liability companies to act as corporate trustees, and reduced state oversight. The Senate passed the bill unanimously less than a month later.

However, Senate Bill 278 changed a great deal in the House Judiciary Committee. The wording concerning limited liability companies was retained, but several new sections were added. These sections included procedures to allow a court to dissolve a company that is held 50-50 if the shareholders cannot agree upon continuing the business. There is some controversy as to how the sections concerning 50-50 corporations were included in the bill and, specifically, whether the sections were drafted to address a particular lawsuit.⁴⁷

Despite the substantial changes that were made, the bill was ultimately given designation as noncontroversial legislation and was put on the consent calendar. It passed unanimously in both the House (155-0) and the Senate (31-0). The substitute bill was signed by Governor Mel Carnahan, and became law on Aug. 28, 1999.

Section 351.467 of the revised bill appears to be patterned after 8 Del.C § 273. Subsection 1 of § 351.467 reads as follows:

1.  If the stockholders of a corporation of this state, having only two shareholders each of which own fifty percent of the stock therein, shall be unable to agree upon the desirability of continuing the business of such corporation, either stockholder may file with the circuit court in which the principal place of business of such corporation is located a petition stating that it desires to discontinue the business of such corporation and to dispose of the assets used in such business in accordance with a plan to be agreed upon by both stockholders or that, if no such plan shall be agreed upon by both stockholders, the corporation be dissolved. Such petition shall have attached thereto a copy of the proposed plan of discontinuance and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation.

Subsection 3 of § 351.467 then brings certain provisions of the code into play:

3.   If, at any time within ninety days prior to the date upon which a petition is filed pursuant to subsection 1 of this section, shares of a corporation are owned by or for the benefit of persons who would be deemed related taxpayers for purposes of Section 267 of the Internal Revenue Code of 1986, as amended, or the regulations promulgated thereunder, then such shares shall be deemed owned by one stockholder for purposes of this section.

First, the Delaware law does not mandate that the court dissolve the corporation upon the filing of a petition. It clearly states that the court may dissolve such corporation and may appoint trustees or receivers to wind up the corporation's affairs. In the main case interpreting this statute, the Delaware court stated that the general assembly's use of the word "may" clearly indicated that "dissolution was not intended to be granted automatically."

⁴⁸The Missouri statute does not provide the court with such discretion. Subsection two of § 351.467 provides that the court shall dissolve the corporation and shall appoint one or more trustees if the stockholders do not agree upon and follow through with a plan of dissolution.

Second, the Delaware statute, unlike the Missouri statute, does not use the attribution rules of the code to broaden the circumstances under which a deadlock situation is deemed to exist.

Third, the Delaware law allows stockholders the option to elect out of the provisions of the statute. The Missouri statute does not offer such an election.

Fourth, the Delaware statute is limited to corporations that are involved in the prosecution of a joint venture. The Missouri law applies to all corporations.

VI. Practical Problems in the Application of the Missouri Statute

Due in large part to the fact that Senate Bill 278 passed with no debate or hearings, many attorneys were caught off guard by the new law. Its passage has since caused attorneys and accountants a good deal of concern about its potential ramifications. Some of the reasons for this are as follows:

There is no provision limiting application of the statute to corporations formed after the effective date. This means that it applies retroactively to corporations that existed prior to the passage of the law. Accordingly, not only must all newly formed 50-50 corporations address the impact of this law in their corporate documents, but all existing 50-50 corporations must do the same. This places a huge burden on corporate counsel to discover which current corporate clients are owned 50-50 and to advise them of this provision.

Even if a corporation is aware of this law, it is not completely clear that it can be handled in a manner that effectively preserves existing business agreements, such as buy-sell agreements. This is because, unlike the Delaware law, the Missouri statute does not contain language allowing shareholders to opt out of application of this provision.

For example, assume a corporation that is owned 50-50 by two shareholders, one of whom is a wealthy investor (" Angel") and the other of whom is a full-time employee whose position at the corporation is his sole livelihood (" Worker"). Angel and Worker have a buy-sell agreement in place that provides that before either sells his shares, the shares must first be offered to the other at a formula price contained in the agreement. Angel is aware that the company is more valuable than the formula price and that Worker cannot afford to pay the higher value. Under the new law, there is nothing to prevent Angel from filing a court action to dissolve in order to maximize his investment. That would result in Worker losing his job, and would be in complete contravention of the agreement between the parties.

Assume the same facts as in the above example, but that there is no buy-sell agreement in place. Rather, in striking their business deal, Angel and Worker were comfortable in relying on the provision of Missouri law stating that the sale of substantially all of the assets of a corporation requires a two-thirds shareholder vote, which would require Angel and Worker both to agree on any such sale. This new law effectively obliterates the venerable two-thirds shareholder requirement in the case of 50-50 companies, permitting either 50 percent owner to cause a sale.

Well advised companies owned 50-50 by two shareholders that wish to provide that either shareholder has the right to dissolve the company can presumably do so by establishing a voting trust for these shares without the necessity of this new law. Accordingly, this new law appears to affect only those who have considered providing a 50 percent shareholder the unilateral right to sell the company and did not wish to do so, or those who have not considered it at all.

Perhaps the most controversial aspect of the legislation is the inclusion of the attribution rules under § 267 of the code. Section 267 of the code serves primarily to disallow tax losses on sales of property between related taxpayers.⁵⁰ Code § 267(b) includes 13 relationships that bring the loss disallowance rules into play, including: members of a family (as defined in code § 267(c)(4)), an individual and a corporation in which the individual owns 50 percent or more of the value of the outstanding stock, "[a] grantor and a fiduciary of any trust", "[a] fiduciary of a trust and a beneficiary of such [a] trust", and two corporations that are members of the same control group.⁵¹ In addition, for purposes of applying subsection (b) to the ownership of stock, Code § 267(c) provides as follows:

   (1) Stock owned, directly or indirectly, by or for a corporation, partnership, estate, or trust shall be considered as being owned proportionately by or for its shareholders, partners, or beneficiaries;

   (2) An individual shall be considered as owning the stock owned, directly or indirectly, by or for his family;

   (3) An individual owning (otherwise than by the application of paragraph (2)) any stock in a corporation shall be considered as owning the stock owned, directly or indirectly, by or for his partner;

   (4) The family of an individual shall include only his brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants; and

   (5) Stock constructively owned by a person by reason of the application of paragraph (1) shall, for the purpose of applying paragraph (1), (2), or (3), be treated as actually owned by such person, but stock constructively owned by an individual by reason of the application of paragraph (2) or (3) shall not be treated as owned by him for the purpose of again applying either of such paragraphs in order to make another the constructive owner of stock.⁵²

The authors are unaware of any other instance where the Missouri legislature has seen fit to incorporate the vagaries and complexities of the federal tax code (and then some) into the Missouri General and Business Corporation Law. Even if this practice was well established, it is unclear how a tax statute designed to disallow a tax loss on sales between parties that are the same, or similar, from an economic standpoint, is at all appropriate for determining when there is a deadlock situation from a standpoint of corporate control. Accordingly, there are endless instances where application of the statute is totally inappropriate.

For example, suppose that a corporation is owned 50-50 by two brothers, and the brothers are deadlocked with respect to how to run the company. While this would appear to be the classic case for the application of the statute, § 351.467 would not apply because the brothers are deemed to be a single 100 percent shareholder under code §§ 267(b)(1) and 267(c)(4), rather than two 50 percent shareholders.

On the other hand, assume a corporation in which 50 relatives from one family own two percent each and 50 relatives from another, unrelated family own two percent each. In this case, where it is highly unlikely that a statute would be needed to break a deadlock among the 100 owners, the statute would clearly apply.

Next, assume a situation where a corporation is owned 50 percent by individual A, 25 percent by individual B, and 25 percent by C. Individual C is also trustee of a trust established by D, of which B is one of many beneficiaries. The trust does not hold any shares of the corporation and its purpose has nothing to do with the corporation. However, under code § 267(b)(6), a fiduciary of a trust and the beneficiary of a trust are treated as related parties. Accordingly, the statute would apply, although this would probably not be known by A and, in all likelihood, would never occur to B or C.

Let us limit ourselves to one final example, although the opportunities for pointing out inadequacies in this law appear infinite. A corporation, having a single class of voting common stock outstanding, is owned 50-50 by individual A and individual B. A and B are not related, causing the statute to apply. A class of non-voting stock is authorized to be issued as an incentive to key employees. A single share of non-voting stock is issued to key employee C. Although the voting stock is still held 50-50, the statute is now no longer applicable because the corporation no longer has only two shareholders.

VII. Conclusion

In the authors' view, § 351.467 was unnecessary because in any instance where shareholders wanted such a remedy, they probably could have fashioned it by way of a voting trust or contractual arrangement. To the extent the Legislature deemed these insufficient, Missouri corporate law could have been more simply amended to permit a provision in the articles or bylaws of a company allowing a sale of all assets and/or dissolution upon a 50 percent rather than a two-thirds shareholder vote. If this was not enough, a Delaware type statute that permits opting out, is permissive on the part of the court, only applies to joint venture enterprises, and does not incorporate the attribution rules of a code section that was enacted for a totally unrelated purpose, would also suffice.

Of course, what is significant is not what could have been enacted, but what was. Section 351.467 is with us. Perhaps the best we can do is make our clients aware of its existence and assist them in planning around its application in those instances where they wish it not to apply.

Endnotes

¹ Mr. Nathanson is a partner in the law firm of Rosenblum, Goldenhersh, Silverstein & Zafft, P.C., where he practices in the firm's corporate group. A past president of the tax section of the Bar Association of Metropolitan St. Louis, Mr. Nathanson received his J.D., cum laude, in 1978 from the University of Miami School of Law.

² Mr. Klug is a partner in the law firm of Rosenblum, Goldenhersh, Silverstein & Zafft, P.C., where he practices in the firm's corporate group. He received his J.D., cum laude, in 1990 from the St. Louis University School of Law.

³ Mr. McColl is an associate in the law firm of Rosenblum, Goldenhersh, Silverstein & Zafft, P.C., where he practices in the firm's corporate group. He received his J.D., cum laude, in 1996 from the St. Louis University School of Law.

⁴ A direct action by a shareholder differs from a derivative suit. The latter, is in essence, an action brought by a shareholder on behalf of a corporation to enforce a corporate right that the corporation has not asserted. Goldstein v. Studley, 452 S.W.2d 75, 78 (Mo. 1970).

⁵ Struckhoff v. Echo Ridge Farm, Inc., 833 S.W.2d 463, 466 (Mo. App. E.D. 1992).

⁶ Section 351.467, RSMo Supp. 1999, adopted as part of S.B. 278 and effective August 28, 1999.

⁷ Id.

⁸ Section 351.055(7), RSMo 1994.

⁹ Leibson v. Henry, 204 S.W.2d 310, 315 (Mo. banc 1947).

¹⁰ Section 351.494(2), RSMo 1994.

¹¹ Section 351.494(3), RSMo 1994.

¹² § 351.494(1), RSMo 1994.

¹³ Section 351.494(4), RSMo 1994.

¹⁴ Section 351.484, RSMo Supp. 1999.

¹⁵ Schneider v. Schneider, 146 S.W.2d 584, 589 (Mo. 1940).

¹⁶ Fix v. Fix Material Co., Inc., 538 S.W.2d 351, 357 (Mo. App. E.D. 1976).

¹⁷ Section 351.496.1, RSMo 1994.

¹⁸ Section 351.496.3, RSMo 1994.

¹⁹ Section 351.494(2)(a), RSMo 1994.

²⁰ Section 351.494(2)(b), RSMo 1994.

²¹ Section 351.494(2)(c), RSMo 1994.

²² Section 351.494(2)(d), RSMo 1994.

²³ It should be noted that this case was decided under the prior law. However, the language of § 351.494 is by and large the same in substance as that of § 351.484.

²⁴ Goldstein, 452 S.W.2d at 80.

²⁵ Id.

²⁶ Id.

²⁷ Whale Art Co., Inc. v. Docter, 743 S.W.2d 511, 514 (Mo. App. E.D. 1987).

²⁸ Fix, 538 S.W.2d at 358.

²⁹ Id.

³⁰ Boulicault v. Oriel Glass Co., 223 S.W.423 (Mo. banc 1920).

³¹ Churchman v. Kehr, 836 S.W.2d 473 (Mo. App. S.D. 1992).

³² Id. at 478, 480.

³³ Id. at 480

³⁴ Section 14.30, MBCA.

³⁵ Iowa Code Ann. § 490.1430 (West 1999).

³⁶ Ark. Code Ann. § 4-27-1430 (Michie 1996).

³⁷ 805 Ill. Comp. Stat. § 105/112.50(a) (1993).

³⁸ 805 Ill. Comp. Stat. § 105/112.50(b) (1993).

³⁹ 805 Ill. Comp. Stat. § 5/12.56. (1993)

⁴⁰ Del. Code Ann. tit. 8, § 273(a) (1998).

⁴¹ In re Arthur Treacher's Fish & Chips , Inc., 386 A.2d 1162, 1167 (Del. Ch. 1978).

⁴² Del. Code Ann. tit. 8, § 273(a) (1998).

⁴³ Id.

⁴⁴ Del. Code Ann. tit. 8, § 273(b) (1991).

⁴⁵ Del. Code Ann. tit. 8, § 226(a) (1991).

⁴⁶ William C. Lhotka, Family accuses Sen. Klarich of conflict of interest, St. Louis Post-Dispatch, Dec. 19, 1999.

⁴⁷ Id.

⁴⁸ In re Arthur Treacher's, 386 A.2d at 1166.

⁴⁹ Section 351.400, RSMo 1994; see also § 351.464, which requires that voluntary dissolution be approved by at least two-thirds of the shareholders.

⁵⁰ I.R.C. § 267(a)(i).

⁵¹ I.R.C. § 267(b).

⁵² I.R.C. § 267(c).