PART I. GENERAL PROVISIONS

SECTION 607.0101. Short title; applicability.

SECTION 607.0102. Reservation of power to amend or repeal.

SECTION 607.0120. Filing requirements.

SECTION 607.0121. Forms.

SECTION 607.0122. Fees for filing documents and issuing certificates.

SECTION 607.0123. Effective time and date of document.

SECTION 607.0124. Correcting filed document; withdrawal of filed record before effectiveness.

SECTION 607.0125. Filing duties of the department.

SECTION 607.0126. Appeal from department’s refusal to file document.

SECTION 607.0127. Certificates to be received in evidence; evidentiary effect of certified copy of filed document.

SECTION 607.0128. Certificate of status.

SECTION 607.0130. Powers of department.

SECTION 607.01401. Definitions.

SECTION 607.0141. Notice.

SECTION 607.0143. Qualified director.

SECTION 607.0201. Incorporators.

SECTION 607.0202. Articles of incorporation; content.

SECTION 607.0203. Incorporation.

SECTION 607.0204. Liability for preincorporation transactions.

SECTION 607.0205. Organizational meeting of directors.

SECTION 607.0206. Bylaws.

SECTION 607.0207. Emergency bylaws.

SECTION 607.0208. Forum selection.

SECTION 607.0301. Purposes and application.

SECTION 607.0302. General powers.

SECTION 607.0303. Emergency powers.

SECTION 607.0304. Lack of power to act.

SECTION 607.0401. Corporate name.

SECTION 607.04021. Reserved name.

SECTION 607.0403. Registered name; application; renewal; revocation.

SECTION 607.0501. Registered office and registered agent.

SECTION 607.0502. Change of registered office or registered agent.

SECTION 607.0503. Resignation of registered agent.

SECTION 607.05031. Change of name or address by registered agent.

SECTION 607.05032. Delivery of notice or other communication.

SECTION 607.0504. Service of process, notice, or demand on a corporation.

SECTION 607.0505. Registered agent; duties.

SECTION 607.0601. Authorized shares.

SECTION 607.0602. Terms of class or series determined by board of directors.

SECTION 607.0603. Issued and outstanding shares.

SECTION 607.0604. Fractional shares.

SECTION 607.0620. Subscriptions for shares.

SECTION 607.0621. Issuance of shares.

SECTION 607.0622. Liability for shares issued before payment.

SECTION 607.0623. Share dividends.

SECTION 607.0624. Share rights, options, warrants, and awards.

SECTION 607.0625. Form and content of certificates.

SECTION 607.0626. Shares without certificates.

SECTION 607.0627. Restriction on transfer of shares and other securities.

SECTION 607.0628. Expenses of issue.

SECTION 607.0630. Shareholders’ preemptive rights.

SECTION 607.0631. Corporation’s acquisition of its own shares.

SECTION 607.06401. Distributions to shareholders.

SECTION 607.0701. Annual meeting.

SECTION 607.0702. Special meeting.

SECTION 607.0703. Court-ordered meeting.

SECTION 607.0704. Action by shareholders without a meeting.

SECTION 607.0705. Notice of meeting.

SECTION 607.0706. Waiver of notice.

SECTION 607.0707. Record date.

SECTION 607.0709. Remote participation in annual and special meetings of shareholders.

SECTION 607.0720. Shareholders’ list for meeting.

SECTION 607.0721. Voting entitlement of shares.

SECTION 607.0722. Proxies.

SECTION 607.0723. Shares held by intermediaries and nominees.

SECTION 607.0724. Acceptance of votes and other instruments.

SECTION 607.0725. Quorum and voting requirements for voting groups.

SECTION 607.0726. Action by single and multiple voting groups.

SECTION 607.0728. Voting for directors; cumulative voting.

SECTION 607.0729. Voting procedures; inspectors of election.

SECTION 607.0730. Voting trusts.

SECTION 607.0731. Voting agreements.

SECTION 607.0732. Shareholder agreements.

SECTION 607.0741. Standing.

SECTION 607.0742. Complaint; demand and excuse.

SECTION 607.0743. Stay of proceedings.

SECTION 607.0744. Dismissal.

SECTION 607.0745. Discontinuance or settlement; notice.

SECTION 607.0746. Proceeds and expenses.

SECTION 607.0747. Applicability to foreign corporations.

SECTION 607.0748. Shareholder action to appoint custodians or receivers.

SECTION 607.0749. Provisional director.

SECTION 607.0750. Direct action by shareholder.

SECTION 607.0801. Requirement for and duties of board of directors.

SECTION 607.0802. Qualifications of directors.

SECTION 607.0803. Number of directors.

SECTION 607.0804. Election of directors by certain voting groups; special voting rights of certain directors.

SECTION 607.0805. Terms of directors generally.

SECTION 607.0806. Staggered terms for directors.

SECTION 607.0807. Resignation of directors.

SECTION 607.0808. Removal of directors by shareholders.

SECTION 607.08081. Removal of directors by judicial proceedings.

SECTION 607.0809. Vacancy on board.

SECTION 607.08101. Compensation of directors.

SECTION 607.0820. Meetings.

SECTION 607.0821. Action by directors without a meeting.

SECTION 607.0822. Notice of meetings.

SECTION 607.0823. Waiver of notice.

SECTION 607.0824. Quorum and voting.

SECTION 607.0825. Committees.

SECTION 607.0826. Submission of matters for a shareholder vote.

SECTION 607.0830. General standards for directors.

SECTION 607.0831. Liability of directors.

SECTION 607.0832. Director conflicts of interest.

SECTION 607.0833. Loans to officers, directors, and employees; guaranty of obligations.

SECTION 607.0834. Liability for unlawful distributions.

SECTION 607.08401. Required officers.

SECTION 607.0841. Duties of officers.

SECTION 607.08411. General standards for officers.

SECTION 607.0842. Resignation and removal of officers.

SECTION 607.0843. Contract rights of officers.

SECTION 607.0850. Definitions.

SECTION 607.0851. Permissible indemnification.

SECTION 607.0852. Mandatory indemnification.

SECTION 607.0853. Advance for expenses.

SECTION 607.0854. Court-ordered indemnification and advance for expenses.

SECTION 607.0855. Determination and authorization of indemnification.

SECTION 607.0857. Insurance.

SECTION 607.0858. Variation by corporate action; application of ss. 607.0850-607.0859.

SECTION 607.0859. Overriding restrictions on indemnification.

SECTION 607.0901. Affiliated transactions.

SECTION 607.0902. Control-share acquisitions.

SECTION 607.1001. Authority to amend the articles of incorporation.

SECTION 607.1002. Amendment by board of directors.

SECTION 607.10025. Shares; combination or division.

SECTION 607.1003. Amendment by board of directors and shareholders.

SECTION 607.1004. Voting on amendments by voting groups.

SECTION 607.1005. Amendment before issuance of shares.

SECTION 607.1006. Articles of amendment.

SECTION 607.1007. Restated articles of incorporation.

SECTION 607.1008. Amendment pursuant to reorganization.

SECTION 607.1009. Effect of amendment.

SECTION 607.1020. Amendment of bylaws by board of directors or shareholders.

SECTION 607.1021. Bylaw increasing quorum or voting requirements for shareholders.

SECTION 607.1022. Bylaw increasing quorum or voting requirements for directors.

SECTION 607.1023. Bylaw provisions relating to the election of directors.

SECTION 607.1101. Merger.

SECTION 607.1102. Share exchange.

SECTION 607.1103. Action on a plan of merger or share exchange.

SECTION 607.11035. Shareholder approval of a merger or share exchange in connection with a tender offer.

SECTION 607.1104. Merger between parent and subsidiary or between subsidiaries.

SECTION 607.11045. Holding company formation by merger by certain corporations.

SECTION 607.1105. Articles of merger or share exchange.

SECTION 607.1106. Effect of merger or share exchange.

SECTION 607.1107. Abandonment of a merger or share exchange.

SECTION 607.11920. Domestication.

SECTION 607.11921. Action on a plan of domestication.

SECTION 607.11922. Articles of domestication; effectiveness.

SECTION 607.11923. Amendment of a plan of domestication; abandonment.

SECTION 607.11924. Effect of domestication.

SECTION 607.11930. Conversion.

SECTION 607.11931. Plan of conversion.

SECTION 607.11932. Action on a plan of conversion.

SECTION 607.11933. Articles of conversion; effectiveness.

SECTION 607.11934. Amendment to a plan of conversion; abandonment.

SECTION 607.11935. Effect of conversion.

SECTION 607.1201. Disposition of assets not requiring shareholder approval.

SECTION 607.1202. Shareholder approval of certain dispositions.

SECTION 607.1301. Appraisal rights; definitions.

SECTION 607.1302. Right of shareholders to appraisal.

SECTION 607.1303. Assertion of rights by nominees and beneficial owners.

SECTION 607.1320. Notice of appraisal rights.

SECTION 607.1321. Notice of intent to demand payment.

SECTION 607.1322. Appraisal notice and form.

SECTION 607.1323. Perfection of rights; right to withdraw.

SECTION 607.1324. Shareholder’s acceptance of corporation’s offer.

SECTION 607.1326. Procedure if shareholder is dissatisfied with offer.

SECTION 607.1330. Court action.

SECTION 607.1331. Court costs and counsel fees.

SECTION 607.1332. Disposition of acquired shares.

SECTION 607.1333. Limitation on corporate payment.

SECTION 607.1340. Other remedies limited.

SECTION 607.1401. Dissolution by incorporators or directors.

SECTION 607.1402. Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.

SECTION 607.1403. Articles of dissolution.

SECTION 607.1404. Revocation of dissolution.

SECTION 607.1405. Effect of dissolution.

SECTION 607.1406. Known claims against dissolved corporation.

SECTION 607.1407. Other claims against dissolved corporation.

SECTION 607.1408. Claims against dissolved corporations; enforcement.

SECTION 607.1409. Court proceedings.

SECTION 607.1410. Director duties.

SECTION 607.1420. Administrative dissolution.

SECTION 607.1422. Reinstatement following administrative dissolution.

SECTION 607.1423. Judicial review of denial of reinstatement.

SECTION 607.1430. Grounds for judicial dissolution.

SECTION 607.1431. Procedure for judicial dissolution.

SECTION 607.1432. Receivership or custodianship.

SECTION 607.1433. Judgment of dissolution.

SECTION 607.1434. Alternative remedies to judicial dissolution.

SECTION 607.1435. Provisional director.

SECTION 607.1436. Election to purchase instead of dissolution.

SECTION 607.14401. Deposit with Department of Financial Services.

SECTION 607.1501. Authority of foreign corporation to transact business required; activities not constituting transacting business.

SECTION 607.15015. Governing law.

SECTION 607.1502. Effect of failure to have a certificate of authority.

SECTION 607.1503. Application for certificate of authority.

SECTION 607.1504. Amended certificate of authority.

SECTION 607.1505. Effect of a certificate of authority.

SECTION 607.1506. Corporate name of foreign corporation.

SECTION 607.1507. Registered office and registered agent of foreign corporation.

SECTION 607.1508. Change of registered office and registered agent of foreign corporation.

SECTION 607.1509. Resignation of registered agent of foreign corporation.

SECTION 607.15091. Change of name or address by registered agent.

SECTION 607.15092. Delivery of notice or other communication.

SECTION 607.15101. Service of process, notice, or demand on a foreign corporation.

SECTION 607.1520. Withdrawal and cancellation of certificate of authority for foreign corporation.

SECTION 607.1521. Withdrawal deemed on conversion to domestic filing entity.

SECTION 607.1522. Withdrawal on dissolution, merger, or conversion to certain nonfiling entities.

SECTION 607.1523. Action by Department of Legal Affairs.

SECTION 607.1530. Revocation of certificate of authority to transact business.

SECTION 607.15315. Reinstatement following revocation of certificate of authority.

SECTION 607.1532. Judicial review of denial of reinstatement.

SECTION 607.1601. Corporate records.

SECTION 607.1602. Inspection of records by shareholders.

SECTION 607.1603. Scope of inspection right.

SECTION 607.1604. Court-ordered inspection.

SECTION 607.1605. Inspection rights of directors.

SECTION 607.1620. Financial statements for shareholders.

SECTION 607.1622. Annual report for department.

SECTION 607.1701. Application to existing domestic corporation.

SECTION 607.1702. Application to qualified foreign corporations.

SECTION 607.1703. Interrogatories by department; other powers of department.

SECTION 607.1711. Application to foreign and interstate commerce.

SECTION 607.1805. Procedures for conversion to professional service corporation.

SECTION 607.1904. Estoppel.

SECTION 607.1907. Saving provision.

SECTION 607.1908. Severability clause.

SECTION 607.193. Supplemental corporate fee.

PART II. SOCIAL PURPOSE CORPORATIONS

SECTION 607.501. Application and effect of part.

SECTION 607.502. Definitions.

SECTION 607.503. Incorporation.

SECTION 607.504. Election of social purpose corporation status.

SECTION 607.505. Termination of social purpose corporation status.

SECTION 607.506. Corporate purpose.

SECTION 607.507. Standard of conduct for directors.

SECTION 607.508. Benefit director.

SECTION 607.509. Standard of conduct for officers.

SECTION 607.510. Benefit officer.

SECTION 607.511. Right of action.

SECTION 607.512. Preparation of annual benefit report.

SECTION 607.513. Availability of annual benefit report.

PART III. BENEFIT CORPORATIONS

SECTION 607.601. Application and effect of part.

SECTION 607.602. Definitions.

SECTION 607.603. Incorporation.

SECTION 607.604. Election of benefit corporation status.

SECTION 607.605. Termination of benefit corporation status.

SECTION 607.606. Corporate purpose.

SECTION 607.607. Standard of conduct for directors.

SECTION 607.608. Benefit director.

SECTION 607.609. Standard of conduct for officers.

SECTION 607.610. Benefit officer.

SECTION 607.611. Right of action.

SECTION 607.612. Preparation of annual benefit report.

SECTION 607.613. Availability of annual benefit report.