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Corporate Dissolution & Discontinuance, Shareholder Disagreement

There are a number of ways a corporation can be dissolved through a lawsuit in Missouri. Some of the methods depend on the nature of the corporation (e.g., close corporation, statutory close corporation). There are a few which further depend on whether the directors, officers and/or shareholders are in a “gridlock” or “stalemate” with respect to the affairs of the corporation. Section 351.456 RSMo is one such statutory provision. It provides: 

“If the stockholders of a corporation of [Missouri], 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… 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.” 

The requirements of this corporate suit are precise: (1) there must only be two shareholders owning 50% of the corporate stock and there (2) must be disagreement about whether to discontinue the business. Assuming these requirements are met, Section 351.467, RSMo invites shareholders to petition for dissolution and provide a plan for distributing the corporate assets and winding down its business. 

Note, however, that even if the statutory requirements are present courts have held that this dissolution/discontinuance procedure is unavailable if there was a prior agreement among shareholders that provides for the company’s continuity in the event of a shareholder’s departure. Larue v. Alcorn, 389 S.W.3d 215 (Mo. Ct. App. 2012). 

Contact with questions about corporate/business suits, transactions and litigation.