Annual meeting requirements in Missouri (MGBCL)
Missouri corporations must hold an annual shareholders' meeting under RSMo § 351.225 at a time fixed by the bylaws. The meeting can be replaced by majority written consent under § 351.273.
| RSMo § 351.225 | Annual meeting required |
|---|---|
| RSMo § 351.273 | Action by written consent |
| RSMo § 351.230 | Notice of meeting |
| RSMo § 351.245 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | Majority sufficient for most actions |
- Annual meeting under RSMo § 351.225 at time fixed by bylaws
- Missouri follows the MBCA framework
- Written consent under § 351.273 permits majority for most actions
- Notice 10-70 days before the meeting under § 351.230
- Court-ordered meeting available if annual cycle lapses
RSMo § 351.225 requirements
Section 351.225 of the Missouri Revised Statutes requires every Missouri corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Missouri largely follows the MBCA framework.
Written consent under § 351.273
Missouri's consent regime permits action by written consent signed by holders of the minimum votes required at a meeting. For most actions including director elections, majority consent is sufficient.
Notice under § 351.230
Notice must be sent not less than 10 nor more than 70 days before the meeting under § 351.230. The 70-day maximum is slightly longer than the typical 60-day MBCA limit, giving Missouri corporations some additional notice flexibility.
What's distinctive about Missouri
Missouri is largely MBCA-aligned for annual-meeting purposes. The 70-day notice maximum is a minor distinctive feature. The combination of moderate annual fees ($40), no franchise tax, and standard MBCA annual-meeting framework makes Missouri a middle-of-the-road jurisdiction for ongoing compliance. The 5-percent-or-6-months inspection threshold (under RSMo § 351.240) is a more distinctive aspect of Missouri corporate-records law than the annual-meeting framework.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents.