Corporate Sale of Substantially All Assets Approval Requirements in Missouri

At a glance

Requirements one by one

Missouri keeps its all-or-substantially-all trigger

Mo. Rev. Stat. § 351.400 governs a sale, lease, exchange, or other disposition, other than a mortgage, deed of trust, or pledge, of all or substantially all corporate property and assets outside the usual and regular course. It includes goodwill but does not require it. Consideration may be money or real or personal property, including shares of another domestic or foreign corporation.

The section states no quantitative safe harbor, significant-continuing-business formula, consolidated subsidiary test, subsidiary valuation method, or investment-holding rule. Whether real facts amount to all or substantially all assets or fall outside the usual course remains a separate question.

Board adoption is optional

Section 351.400(1) permits the board to adopt a resolution recommending the transaction and directing submission to a shareholder meeting. It then expressly says board adoption is unnecessary and the proposed sale, lease, exchange, or other disposition may be submitted directly to an annual or special meeting.

The section states no recommendation-withholding rule for conflicts or special circumstances and no board-conditioning procedure. This direct-submission route is materially different from states that make board initiation mandatory.

Notice goes only to voting record holders

Section 351.400(2) requires notice to each record shareholder entitled to vote. It states that consideration of the all-or-substantially-all disposition is a meeting purpose; it does not require notice to nonvoting holders or a description of transaction terms, conditions, or consideration.

Mo. Rev. Stat. § 351.230 supplies the general 10-to-70-day interval and requires the meeting place, day, and hour plus special-meeting purposes. Written notice includes an electronic transmission suitable for retention, retrieval, and reproduction.

Two-thirds of outstanding entitled shares must approve

Section 351.400(3) requires the affirmative vote of holders of at least two-thirds of outstanding shares entitled to vote at the meeting. The same provision lets shareholders fix any or all terms, conditions, and consideration or authorize the board to fix them.

Mo. Rev. Stat. § 351.270 gives control to a greater requirement in the articles or in a shareholder-adopted bylaw, including a greater class or series concurrence. Section 351.400 does not itself create an automatic separate class or series vote.

Under § 351.273, no-meeting action requires the written consent of every shareholder entitled to vote. The secretary files the consents with the meeting minutes, and the statute gives them the effect of a unanimous meeting vote.

The board can abandon after authorization

After shareholder authorization, § 351.400(4) lets the board abandon in its discretion without another shareholder action. Rights of third parties under related contracts remain intact. The section prescribes no separate statutory agreement, signature, filing, closing, or amendment process.

Dissent rights require early objection and a 20-day demand

Mo. Rev. Stat. § 351.405.1 applies when shareholders authorize an outside-course sale or exchange of all or substantially all property and assets. A holder must not have voted in favor, must file a written objection at or before the meeting, and must make a written fair-value demand within 20 days after the vote. Missing that demand conclusively binds the holder to the transaction terms.

The ordinary dissent trigger says “sale or exchange,” not lease or other disposition. Rights cease if the corporation abandons or shareholders revoke authority. Section 351.405.6 also excludes a transaction when shareholders have approved voluntary dissolution and the disposition is made in liquidation under the named section.

Capacity protection does not answer approval

Mo. Rev. Stat. § 351.395 says lack of corporate capacity or power alone does not invalidate a corporate act or property conveyance. It preserves specified shareholder, corporate, and attorney-general proceedings. That rule does not say that missing § 351.400 approval is cured, and it does not resolve fiduciary, fraudulent-transfer, successor-liability, creditor, tax, securities, antitrust, contract, or regulatory law.

What trips people up

• The board may be bypassed for statutory submission. Section 351.400(1) permits direct submission to an annual or special shareholder meeting.
• Nonvoting holders do not receive the § 351.400 notice. The statute names record shareholders entitled to vote.
• The denominator is outstanding entitled shares. Two-thirds of votes cast is not enough.
• Approval and dissent use different verb lists. Section 351.400 reaches a lease or other disposition; § 351.405.1's ordinary dissent trigger names sale or exchange.

Common questions

Must the board approve before shareholders vote?

No. Section 351.400(1) says the proposal need not be adopted by the board and may be submitted directly to an annual or special meeting.

May shareholders set the economic terms?

Yes. Section 351.400(3) lets them fix any or all terms, conditions, and consideration or authorize the board to do so.

Can shareholders act by written consent?

Yes, but § 351.273 requires every shareholder entitled to vote to sign. The consents have the force of a unanimous meeting vote and are filed with the minutes.

Does an outside-course lease create § 351.405 dissent rights?

The ordinary dissent provision names a sale or exchange, not a lease. This page does not infer a right that the current text does not state.

Statutes and sources

• Mo. Rev. Stat. §§ 351.015(6), 351.230, 351.270, and 351.273. The quoted current text supplies entity scope, meeting notice, greater governing-record votes, and unanimous consent. Official Missouri Revisor sources: https://revisor.mo.gov/main/OneSection.aspx?section=351.015, https://revisor.mo.gov/main/OneSection.aspx?section=351.230, https://revisor.mo.gov/main/OneSection.aspx?section=351.270, and https://revisor.mo.gov/main/OneSection.aspx?section=351.273
• Mo. Rev. Stat. §§ 351.395, 351.400, and 351.405. The quoted current text supplies capacity effects, the asset-disposition trigger and procedure, abandonment, and dissent rights. Official Missouri Revisor sources: https://revisor.mo.gov/main/OneSection.aspx?section=351.395, https://revisor.mo.gov/main/OneSection.aspx?section=351.400, and https://revisor.mo.gov/main/OneSection.aspx?section=351.405
• Sources accessed September 5, 2026.