United States · Missouri

How to issue shares in Missouri corporations

Missouri's General and Business Corporation Law (Mo. Rev. Stat. Ch. 351) is the controlling statute. Missouri broadly follows MBCA but has Missouri-specific provisions on stated capital and shareholder inspection rights. St. Louis and Kansas City host the bulk of Missouri commercial activity.

Governing statute
Missouri General and Business Corporation Law, Mo. Rev. Stat. § 351.
Mo. Rev. Stat. § 351.180Issuance of shares
Mo. Rev. Stat. § 351.185Consideration for shares
Mo. Rev. Stat. § 351.295Stock certificates
Mo. Rev. Stat. § 351.215Corporate records
Mo. Rev. Stat. § 351.215Inspection by shareholders
Mo. Rev. Stat. § 409.1-101Missouri Securities Act
At a glance
  • Authorized by the board under Mo. Rev. Stat. § 351.180
  • Consideration framework under § 351.185 (MBCA pattern with state quirks)
  • Uncertificated shares permitted under § 351.295
  • Inspection rights under § 351.215
  • Missouri Securities Act under Mo. Rev. Stat. § 409.1-101

Board authorization

Stock issuance is authorized by the board under Mo. Rev. Stat. § 351.180.

Consideration

Missouri permits broad consideration under § 351.185: cash, property, services rendered. Missouri's framework is similar to MBCA peers.

Uncertificated shares

§ 351.295 permits uncertificated shares.

Corporate records and inspection

§ 351.215 requires corporate records and grants shareholder inspection rights.

Missouri Securities Act

The Missouri Securities Act (Mo. Rev. Stat. § 409.1-101 et seq.) governs state-level offerings, administered by the Missouri Secretary of State Securities Division.

Common mistakes

Common Missouri-specific failure points in share issuance:

  • Missing Missouri Securities Act notice filings
  • Not maintaining § 351.215 records
  • Ignoring Missouri stated-capital provisions when planning distributions
  • Inspection demand without proper notice
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FAQ

Common questions in Missouri

Less common than Delaware. St. Louis-area and Kansas City-area corporations sometimes incorporate in Missouri but most institutional-investor-backed startups default to Delaware.

No dedicated business court. Commercial disputes are handled by general state courts. The St. Louis County Circuit Court handles a notable volume of commercial litigation.

Missouri retains some stated-capital concepts under § 351 that have been simplified or eliminated in MBCA states. Missouri corporations track stated capital and capital surplus accounts, which matters for dividend and distribution analysis.
Records that comply with MGBCL
Issue shares the right way in Missouri.

Octelligence handles MGBCL-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.

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