Liquidating trust eligible shareholder s corporation
Notwithstanding subsection (1), this Act does not apply to a body corporate incorporated under a statute other than this Act or the former Act that the registrar determines was created for a government or municipal purpose, unless the incorporating statute expressly provides for the application of all or part of this Act.Notwithstanding subsection 4(1), this Act does not apply to a body corporate incorporated or registered under the Agricultural Societies Act or the Co-operative Societies Act except to the extent that those Acts make this Act apply to it.HDFC AMC / HDFC Mutual Fund are not liable for any financial decision arising out of the use of this calculator and also they do not take the responsibility, liability, for any error or omission or inaccuracy or for any losses suffered nor undertake the authenticity of the figures calculated on the basis of calculator.The above investment simulation is only illustrative and does not take into consideration rate of inflation, other financial factors varying over any given period of time and should not be construed as a promise on minimum returns and/ or safeguard of capital.Forms for all other documents to be filed in the office of the Secretary of State shall be furnished by the Secretary of State on request therefor, but the use thereof, unless otherwise specifically prescribed in this Act, shall not be mandatory.(b) Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this Section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such document shall be executed, in ink, as follows:document to be filed before the election of the initial board of directors if the initial directors were not named in the articles of incorporation, shall be signed by the incorporator or persons signing the instrument that it is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true.Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds and who, if he or she has a seal of office, shall affix it to the instrument.persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the corporation, as the case may be, and that the facts stated therein are true.(f) If another Section of this Act specifically prescribes a manner of filing or executing a specified document which differs from the corresponding provisions of this Section, then the provisions of such other Section shall govern.Whilst HDFC Mutual Fund takes reasonable steps to ensure the accuracy of all information available under this section, it does not guarantee the completeness, efficacy, accuracy or timeliness of such information.Readers of this section are advised not to act purely on the basis of information provided herein but also seek professional advice from experts before taking any investment decisions.
The Entry/ Exit Load (applicable, if any) is not considered in the calculation provided by the calculator.
For the purposes of this chapter, shares acquired within ninety days of any acquisition of shares or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition. 376 Incorporation of nonprofit cooperative associations, Chap. 388 Incorporation of religious and charitable associations, Chap. In case the number of such shares shall be decreased, the number of shares so specified in the certificate shall resume their status which they had prior to the adoption of the resolution or resolutions creating such shares. If during a period of thirty days after the period of twenty days the surviving corporation and any objecting shareholder fail to agree as to the value of the shares, then the provisions of subsection 3 of section 351.455 shall apply, except that the judgment shall be for the value of the shares immediately prior to the merger as provided in the preceding sentence. The provisions of section 351.455 shall apply to a merger effected under this section only to the limited extent provided in subsection 3 of this section. The articles of merger shall also set forth the plan of merger and as to each of the constituent corporations to the merger, the number of shares outstanding, shall be executed as provided in section 351.430 and shall be filed in accordance with section 351.435 and the merger shall become effective in accordance with section 351.440*. The provisions of section 351.455 shall not apply to a merger effected pursuant to this section. Nothing in this section shall amend, alter, modify, restrict, limit or otherwise change the provisions of section 351.447. The offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the offer. The corporation shall deliver to the offering shareholder written notice of acceptance within seventy-five days after receiving the offer or the offer is rejected. The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 351.915. The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value.
For the purposes of this chapter, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this chapter has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others. 352 Incorporation of rural electric cooperatives, Chap. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by the incorporator(s); or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. When no shares of any such class or series are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, a certificate setting forth a resolution or resolutions adopted by the board of directors that none of the authorized shares of such class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to such class or series, may be executed by the president or any vice president and filed by the corporation with the secretary of state and, when such certificate becomes effective, it shall have the effect of eliminating from the articles of incorporation all reference to such class or series of stock. As provided in section 351.017, actions taken in accordance with this section and with any other section of this chapter are acts of independent legal significance. When such merger or consolidation has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation. If the corporation makes a counteroffer, the shareholder shall deliver to the corporation written notice of acceptance within fifteen days after receiving the counteroffer or the counteroffer is rejected. If proposed corporation* action creating dissenters' rights under section 351.875 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 351.890. The dissenters' notice shall be sent no later than ten days after approval by the shareholders, or if the corporate action was taken without approval of the shareholders, then ten days after the corporate action was taken. A shareholder sent a dissenters' notice described in section 351.895 shall demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to section 351.895, and deposit his certificates in accordance with the terms of the notice. The shareholder who demands payment and deposits his share certificates under this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action. A shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under sections 351.870 to 351.930. The appraisers have the powers described in the order appointing them or in any amendment to it. A corporation is hereby empowered to participate in an administrative proceeding through an employee designated by the corporation to act on behalf of the corporation, whether or not such employee is an attorney, provided such action is authorized by rules or regulations of the administrative agency.
The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances: (a) Prior to June 13, 1984; (b) Pursuant to a contract in existence prior to June 13, 1984; (c) Pursuant to a will or other testamentary disposition, the laws of descent and distribution or by intervivos gift where such gift is made in good faith and not for the purpose of circumventing section 351.407; (d) Pursuant to a public offering, a private placement, or any other issuance of shares by an issuing public corporation; (e) By, on behalf of, or pursuant to any benefit or other compensation plan or arrangement of an issuing public corporation; (f) Pursuant to the conversion of debt securities into shares of an issuing public corporation under the terms of such debt securities; (g) Pursuant to a binding contract, other than any contract created by, pursuant to, or in connection with a tender offer, whereby the holders of shares representing at least two-thirds of the voting power of an issuing public corporation, such holders acting simultaneously, agreed to sell such shares to any person; (h) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing section 351.407; (i) Pursuant to a merger or consolidation effected in compliance with sections 351.410 to 351.458 if the issuing public corporation is a party to the agreement of merger or consolidation; (j) Pursuant to a binding contract or other arrangement with any individual, foreign or domestic corporation (whether or not for profit), partnership, limited liability company, unincorporated society or association, or other entity which, at any time within one year prior to the acquisition in question, owned shares representing more than fifty percent of the voting power of the issuing public corporation; (k) By or from any person whose shares have been previously accorded voting rights pursuant to section 351.407; provided, the acquisition entitles the person making the acquisition, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of voting power of the corporation in the election of directors within a range of the voting power not in excess of the range of voting power associated with the shares to which voting rights have been previously accorded; (5) "Control shares" means shares that, except for this chapter, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power: (a) One-fifth or more but less than one-third of all voting power; (b) One-third or more but less than a majority of all voting power; (c) A majority or more of all voting power; provided, however, that shares which the person or the group have owned or of which the person or the group could have exercised or directed the voting for more than ten years shall not be deemed to be control shares and shall not be aggregated for the purpose of determining inclusion within the above-stated ranges; (6) "Corporation" or "domestic corporation" includes corporations organized under this chapter or subject to some or all of the provisions of this chapter except a foreign corporation; (7) "Foreign corporation" means a corporation for profit organized under laws other than the laws of this state; (8) "Incorporator" means a signer of the original articles of incorporation; (9) "Interested shares" means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors: (a) An acquiring person or member of a group with respect to a control share acquisition; (b) Any officer of the issuing public corporation elected or appointed by the directors of the issuing public corporation; (c) Any employee of the issuing public corporation who is also a director of such corporation; (10) "Issuing public corporation", unless the articles of incorporation provide otherwise as to the applicability of this section, means a corporation that has a class of voting stock registered with the securities and exchange commission under Section 12 of the Exchange Act and is either (a) a corporation incorporated under the laws of the state of Missouri, or, (b) subdivision (2) of section 351.690 notwithstanding, any insurance company organized pursuant to the laws of Missouri and doing business under the provisions of chapter 376, provided that the bylaws of such insurance company expressly state that such insurance company shall, for the purposes of this chapter, be included within the definition of "issuing public corporation"; (11) "Net assets", for the purpose of determining the right of a corporation to purchase its own shares and of determining the right of a corporation to declare and pay dividends and the liabilities of directors therefor, shall not include shares of its own stock belonging to a corporation; (12) "Paid-in surplus" means all that part of the consideration received by the corporation for, or on account of, all shares issued which does not constitute stated capital minus such formal reductions from said sum as may have been effected in a manner permitted by this chapter; (13) "Person" includes, without limitation, an individual, a foreign or domestic corporation whether not for profit or for profit, a partnership, a limited liability company, an unincorporated society or association, two or more persons having a joint or common interest, or any other entity; (14) "Registered office" means that office maintained by the corporation in this state, the address of which is on file in the office of the secretary of state; (15) "Shareholder" means one who is a holder of record of shares in a corporation; (16) "Shares" are the units into which the shareholders' rights to participate in the control of the corporation, in its surplus or profits, or in the distribution of its assets, are divided; (17) "Stated capital" means at any particular time the sum of: (a) The par value of all shares then issued having a par value; and (b) The consideration received by the corporation for all shares then issued without par value except such part thereof as may have been allocated otherwise than to stated capital in a manner permitted by law; and (c) Such amounts not included in paragraphs (a) and (b) of this subdivision as may have been transferred to the stated capital account of the corporation, whether upon the issue of shares as a share dividend or otherwise, minus such formal reductions from said sum as may have been effected in a manner permitted by this chapter; (18) "Subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation. Action taken in accordance with the different sections of this chapter are acts of independent legal significance even though the end result may be the same under different sections. 394 Incorporation of savings and loan associations, Chap. The document may contain the corporate seal, an attestation by the secretary or an assistant secretary, an acknowledgment, verification or proof. If the secretary of state has prescribed a mandatory form for the document under the provisions of section 351.047, the document shall be in or on the prescribed form. The document shall be delivered to the office of the secretary of state for filing except as provided in sections 351.376 and 351.592, the correct filing fee, or penalty required by this chapter or other law. In accordance with rules established by the secretary of state, any signature on any document authorized to be filed by or with the secretary of state pursuant to this chapter may be a facsimile, a conformed signature or an electronically transmitted signature. A statement or document filed under this chapter represents that the person signing the document or statement believes the statements are true and correct to the best of such person's knowledge and belief, subject to the penalties provided under section 575.040. The secretary of state may prescribe and furnish on request forms for all documents required or permitted to be filed by this chapter. Except as provided in subsection 2 of this section and subsection 3 of section 351.049, a document accepted for filing is effective: (1) On the date it is filed, as evidenced by the secretary of state's date endorsement on the original document; or (2) At the date specified in the document as its effective date when it is filed. A document may specify a delayed effective date, and if it does so the document becomes effective at the date specified. A domestic or foreign corporation may correct a document filed by the secretary of state if the document contains an incorrect statement, or was defectively executed, attested, sealed, verified or acknowledged. A document is corrected: (1) By preparing articles of correction that describe the document, including its filing date, or attaching a copy of it to the articles, specifying the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and correcting the incorrect statement or defective execution; and (2) By delivering the articles to the secretary of state for filing. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. When shares of stock of any class or of any series of any class of which the powers, designations, preferences, and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, have not been set forth in the articles of incorporation or in any amendment thereto, but are provided in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation or any amendment thereto, the board of directors may, by resolution or resolutions adopted by the board of directors, amend the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, of any such class or series by filing an amended certificate of designations setting forth a copy of such resolution or resolutions, which shall include the terms and conditions of such amendment, executed by the president or any vice president and filed by the corporation with the secretary of state. (2) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized: (1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; (2) If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations if it is to do business in this state, and regardless of whether or not it is to do business in this state it shall file with the secretary of state of this state: (a) An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation which is a party to the merger or consolidation the amount, if any, to which they shall be entitled under provisions of this chapter with respect to the rights of dissenting shareholders, and (b) An agreement that it may be served with process in this state, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process, in any proceeding based upon any cause of action against any such domestic corporation arising in this state prior to the issuance of the certificate of merger or the certificate of consolidation by the secretary of state of this state, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation. The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations; except, if the surviving or new corporation is to be governed by the laws of any state other than this state, to the extent that the laws of the other state shall otherwise provide. If the surviving or new corporation is a foreign corporation, the effective date of such merger or consolidation shall be the date on which the same becomes effective in the state of domicile of such surviving or new corporation and the provisions of section 351.440 shall not apply. For the purposes of this section, the following terms mean: (1) "Affiliate", a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person; (2) "Announcement date", when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for such business combination; (3) "Associate", when used to indicate a relationship with any person, means any corporation or organization of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of voting stock, any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and any relative or spouse of such person, or any relative of such spouse, who has the same home as such person; (4) "Beneficial owner", when used with respect to any stock, means a person that: (a) Individually or with or through any of its affiliates or associates, beneficially owns such stock, directly or indirectly; or (b) Individually or with or through any of its affiliates or associates, has the right to acquire such stock, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the beneficial owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such tendered stock is accepted for purchase or exchange; or the right to vote such stock pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a person shall not be deemed the beneficial owner of any stock under this item if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the Exchange Act and is not then reportable on a Schedule 13D under the Exchange Act, or any comparable or successor report; or (c) Has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in paragraph (b) of this subdivision, or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock; (5) "Business combination", when used in reference to any domestic corporation and any interested shareholder of such domestic corporation, means: (a) Any merger or consolidation of such domestic corporation or any subsidiary of such domestic corporation with such interested shareholder or any other corporation, whether or not itself an interested shareholder of such domestic corporation, which is, or after such merger or consolidation would be, an affiliate or associate of such interested shareholder; (b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions to or with such interested shareholder or any affiliate or associate of such interested shareholder of assets of such domestic corporation or any subsidiary of such domestic corporation having an aggregate market value equal to ten percent or more of the aggregate market value of all the assets, determined on a consolidated basis, of such domestic corporation, having an aggregate market value equal to ten percent or more of the aggregate market value of all the outstanding stock of such domestic corporation, or representing ten percent or more of the earning power or net income, determined on a consolidated basis, of such domestic corporation; (c) The issuance or transfer by such domestic corporation or any subsidiary of such domestic corporation, in one transaction or a series of transactions, of any stock of such domestic corporation or any subsidiary of such domestic corporation which has an aggregate market value equal to five percent or more of the aggregate market value of all the outstanding stock of such domestic corporation to such interested shareholder or any affiliate or associate of such interested shareholder except pursuant to the exercise of warrants or rights to purchase stock offered, or a dividend or distribution paid or made, pro rata to all shareholders of such domestic corporation; (d) The adoption of any plan or proposal for the liquidation or dissolution of such domestic corporation proposed by, or pursuant to any agreement, arrangement or understanding, whether or not in writing, with such interested shareholder or any affiliate or associate of such interested shareholder; (e) Any reclassification of securities, including, without limitation, any stock split, stock dividend, or other distributions of stock in respect of stock, or any reverse stock split, or recapitalization of such domestic corporation, or any merger or consolidation of such domestic corporation with any subsidiary of such domestic corporation, or any other transaction, whether or not with or into or otherwise involving such interested shareholder, proposed by, or pursuant to any agreement, arrangement or understanding, whether or not in writing, with such interested shareholder or any affiliate or associate of such interested shareholder, which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of voting stock or securities convertible into voting stock of such domestic corporation or any subsidiary of such domestic corporation which is directly or indirectly owned by such interested shareholder or any affiliate or associate of such interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or (f) Any receipt by such interested shareholder or any affiliate or associate of such interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of such domestic corporation, of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by or through such domestic corporation; (6) "Common stock", any stock other than preferred stock; (7) "Consummation date", with respect to any business combination, means the date of consummation of such business combination, or, in the case of a business combination as to which a shareholder vote is taken, the later of the business day prior to the vote or twenty days prior to the date of consummation of such business combination; (8) "Control", including the terms "controlling", "controlled by" and "under common control with", the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. If the corporation accepts the original offer or the shareholder accepts the corporation's counteroffer, the shareholder shall deliver to the corporation duly endorsed certificates for the shares, or instruct the corporation in writing to transfer the shares if uncertificated, within twenty days after the effective date of the notice of acceptance. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights shall deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated, and shall not vote his shares in favor of the proposed action. A shareholder who does not satisfy the requirements of subsection 1 of this section is not entitled to payment for his shares under sections 351.870 to 351.930. The dissenters' notice shall: (1) State where the payment demand shall be sent and where and when certificates for certificated shares shall be deposited; (2) Inform holders of uncertificated shares to what extent transfer of the shares shall be restricted after the payment demand is received; (3) Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he acquired beneficial ownership of the shares before that date; (4) Set a date by which the corporation shall receive the payment demand and when certificates for uncertificated shares shall be deposited, neither of which dates may be fewer than thirty nor more than sixty days after the date the notice provided for in subsection 1 of this section is delivered; and (5) Be accompanied by a copy of sections 351.870 to 351.930. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds the fair value of his shares exceeds the amount paid by the corporation, or for the fair value of his after-acquired shares for which the corporation elected to withhold payment under section 351.920. Unless an attorney licensed in this state, such an employee may not file a brief, make other legal argument, offer legal advice, or cross-examine witnesses at the hearing. The provisions of this act* shall be severable pursuant to section 1.140. Sections 351.1000 to 351.1228 shall be known and may be cited as the "Missouri Cooperative Associations Act".
The mere fact that the result of actions taken under one section may be the same as actions which could have been taken under another section does not require that the legality of the result must be tested by the requirements of the second section. 369 Incorporation of stipulated premium plan life insurance companies, Chap. The use of the following forms is mandatory: (1) A foreign corporation's application for a certificate of authority to do business in this state; (2) A foreign corporation's application for a certificate of withdrawal; (3) A corporation's corporate registration report. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed. As to those persons, articles of correction are effective when filed. The secretary of state shall charge and collect a fee of five dollars when articles of correction are delivered to him for filing. One or more natural persons of the age of eighteen years, or more, may act as an incorporator of such corporation by signing and delivering in the office of the secretary of state the articles of incorporation of such corporation. Provided, however, that if any shares of any such class or series shall be issued and outstanding at the time of such filing, such amendment, if it adversely affects the holders thereof, shall not become effective unless as to any such class or series, a majority of the holders thereof, or such greater vote as the articles of incorporation or any amendment thereto require, adopts such amendment, and the certificate of designations shall state that such approval has been obtained. (3) Such surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under this chapter. A document from the state of the domicile of the surviving corporation in the case of a merger, or the new corporation in the case of a consolidation, certifying that the merger or consolidation has become effective in such state shall be a requirement for the merger or consolidation becoming effective in this state. A person's beneficial ownership of ten percent or more of a corporation's outstanding voting stock shall create a presumption that such person has control of such corporation. The corporation may specifically enforce the shareholder's delivery or instruction obligation under this subsection. A corporation accepting an offer to purchase shares under this section may allocate some or all of the shares to one or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase approve the allocation. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by section 351.760 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them. A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. If proposed corporate action creating dissenters' rights under section 351.875 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders are or may be entitled to assert dissenters' rights under sections 351.870 to 351.930 and be accompanied by a copy of sections 351.870 to 351.930. If corporate action creating dissenters' rights under section 351.875 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 351.895. Any cooperative formed under sections 351.1000 to 351.1228 shall not be subject to the provisions regarding cooperative associations found under sections 357.010 to 357.190, and cooperative associations formed under sections 357.010 to 357.190 shall not be subject to the provisions hereunder. As used in sections 351.1000 to 351.1228, the following words shall mean: (1) "Alternative ballot", an alternative method of voting by a member, and may include voting by electronic, telephonic, internet, or other means that reasonably allow members the opportunity to vote; (2) "Articles", the articles of association of a cooperative as originally filed with the secretary of state and as may be subsequently amended from time to time by the cooperative in accordance with sections 351.1000 to 351.1228; (3) "Board", the board of directors of a cooperative; (4) "Business entity", a corporation, limited liability company, limited partnership, limited liability partnership, or other legal entity, association, or body vested with the power or function of a legal entity, whether domestic or foreign; (5) "Bylaws", the bylaws of a cooperative as originally adopted and as may be subsequently amended from time to time in accordance with sections 351.1000 to 351.1228; (6) "Cooperative" and "domestic cooperative", an organization chartered under sections 351.1000 to 351.1228; (7) "Domestic business entity", a business entity organized under the laws of this state; (8) "Financial rights", only that share of profits and losses of the cooperative and the distributions thereof to which a member is entitled, and does not include a member's governance rights; (9) "Foreign business entity", a business entity formed under the laws of any jurisdiction other than the state of Missouri; (10) "Foreign cooperative", a cooperative association formed under the laws of any jurisdiction other than this state, but does not include a foreign business entity which is not organized as a cooperative association, but otherwise operates on a cooperative basis; (11) "Governance rights", those rights of a member to govern the operations of a cooperative as described in, and subject to, any restrictions as set forth in the bylaws or articles of the cooperative, including but not limited to a member's right to vote based on the membership interests of such member; (12) "Member", any person which has been granted membership in a cooperative under the terms of the bylaws of the cooperative including patron and nonpatron members; (13) "Members' meeting", a regular or special meeting of the members; (14) "Membership interest", a member's interest in a cooperative, including but not limited to a member's financial rights, a member's governance rights, and a member's rights to assign such governance and financial rights. A cooperative may be organized by one or more persons.