Minute book requirements in Missouri (MGBCL)
Missouri corporations maintain corporate records under RSMo § 351.235. The Missouri General and Business Corporation Law is MBCA-influenced with some distinctive Missouri provisions.
| RSMo § 351.235 | Required corporate records |
|---|---|
| RSMo § 351.240 | Inspection rights |
| RSMo § 351.245 | Court-ordered inspection |
| Records location | Registered office or principal office in Missouri |
| Inspection rights | Shareholders holding 5%+ or 6 months+ |
| Format | Paper or electronic in reproducible form |
- Records under RSMo § 351.235: articles, bylaws, minutes, resolutions, share register, accounting records
- Missouri uses an ownership-or-time threshold for detailed records inspection
- Shareholders holding 5%+ or for 6+ months may inspect detailed records
- Articles and bylaws inspectable by any shareholder without restriction
- Court-ordered inspection available under RSMo § 351.245
What RSMo § 351.235 requires
Section 351.235 of the Missouri Revised Statutes requires every Missouri corporation to maintain articles and bylaws, minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the registered office or principal office in Missouri.
The 5%-or-6-month threshold
Like Illinois, Missouri uses an ownership-and-time threshold for detailed records inspection. Under RSMo § 351.240, a shareholder must hold at least 5% of any class of shares OR have held shares for at least 6 months to demand inspection of detailed records (share register, board minutes, accounting books). Articles and bylaws are open to inspection by any shareholder without restriction. This 5%-or-6-month structure limits inspection by recent or very small shareholders.
Court-ordered inspection under § 351.245
If the corporation refuses a properly-noticed inspection, the shareholder can apply to the Missouri circuit court for an order under § 351.245. Missouri courts apply the proper-purpose analysis with reference to the shareholder's interest as a stockholder rather than collateral business motivations.
What's distinctive about Missouri
The 5%-or-6-month inspection threshold is Missouri's distinctive feature, parallel to Illinois's regime. This structure provides corporations with some predictability about who can demand inspection and protects against routine demands from minimal or transient shareholdings. Missouri's overall framework is otherwise MBCA-aligned, and the combination of moderate annual fees ($40) and standard records requirements makes Missouri a middle-of-the-road jurisdiction for ongoing maintenance.
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