MO SB978

Either stockholder in a Missouri corporation with two equal 50% shareholders may petition the circuit court to discontinue the business if they cannot agree on continuing operations.

Stockholders have 90 days to agree on a discontinuation and distribution plan, and 180 days to complete the distribution; failure to meet these deadlines results in court-ordered dissolution.

The court shall appoint trustees or receivers to wind up the corporation's affairs by methods intended to maximize stockholder value, including potential sale as a going concern.

Shares owned by related taxpayers under Internal Revenue Code Section 267 within 90 days of petition filing are deemed owned by one stockholder for purposes of this section.

Both stockholders may waive all rights under this section by written agreement, making the judicial discontinuation method unavailable.