Directors' resolutions requirements in Missouri (MGBCL)
What a Missouri corporation must know about directors' resolutions requirements under Missouri General and Business Corporation Law, RSMo Ch. 351.
| RSMo § 351.340 | Action without meeting |
|---|---|
| RSMo § 351.335 | Meetings |
| RSMo § 351.348 | Conflict-of-interest |
| RSMo § 351.355 | Duty of directors |
- Action by unanimous written consent in lieu of a meeting is permitted under all 50 states' MBCA-framework statutes
- Effective on the date of the last signature, unless otherwise specified
- Conflict-of-interest rules require disclosure plus safe-harbor approval
- Resolutions filed in the corporate records; available for shareholder inspection under state rules
- Electronic signatures permitted under each state's UETA-equivalent legislation
What the MGBCL requires
RSMo § 351.340 permits Missouri corporations to act by unanimous written consent of directors. Missouri's pre-MBCA heritage uses distinctive procedural language but the substantive requirements parallel MBCA states.
Missouri-specific considerations
Missouri's MGBCL has distinctive heritage and pre-dates the modern MBCA framework. Missouri counsel should review specific resolution drafts, certificate forms, and inspection demands to ensure compliance with Missouri-specific rules.
Practical implications
The general principles (records must be maintained, shareholders have inspection rights, annual filings are required) remain similar to MBCA-tradition US jurisdictions, but the exact procedural details merit specific Missouri counsel review.
Octelligence provides jurisdiction-specific resolution templates for every common board action.
See Digital Corporate RecordsTemplates per state, electronic signature, complete activity log.