Stock ledger requirements in Missouri (MGBCL)
What a Missouri corporation must know about stock ledger requirements under Missouri General and Business Corporation Law, RSMo Ch. 351.
| RSMo § 351.110 | Books and records |
|---|---|
| RSMo § 351.215 | Inspection rights |
| RSMo § 351.295 | Stock ledger entries |
| RSMo § 351.220 | Court-ordered inspection |
- Records each shareholder's name, address, number and class of shares, and date acquired
- Maintained at the principal office; electronic form permitted
- Inspection rights granted to shareholders under state-specific 'proper purpose' standards
- Transfers, issuances, and cancellations recorded chronologically
- Legal source of truth on ownership; the cap table is the operational analytical view
What the MGBCL requires
Missouri Revised Statutes § 351.110 requires every Missouri corporation to maintain books and records, including a stock ledger.
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.
In Octelligence, every issuance, transfer, and cancellation updates both the statutory stock ledger and the cap table simultaneously.
See Digital Corporate RecordsIssuances, transfers, cancellations recorded in real time. Cap table synchronized.