Ask a Lawyer -- Corporations
Question 34

Section 355.671. Authorization, approval of dissolution.
1. Unless this chapter, the articles, bylaws, or the board of directors or members acting pursuant to subsection 3 of this section, require a greater vote or voting by class, dissolution is authorized if it is approved:

(1) By the board;
(2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 355.606 for an amendment to the articles or bylaws.

2. If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection 3 of section 355.386. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.