Corporation Charter Amendment and Legal-Name-Change Requirements in Missouri

At a glance

Requirements one by one

Missouri uses a certificate of amendment under Chapter 351

Under § 351.085, an ordinary domestic business corporation may add or change a provision currently required or permitted in its articles, or delete a provision that is no longer required. The corporation completes the public-law step by delivering a certificate of amendment to the Secretary of State under § 351.095. Filing is not a substitute for the required corporate approval.

A legal-name change follows the same amendment route. The new name must include a listed corporate word or abbreviation, must not imply a government agency or an unauthorized purpose, and must be distinguishable in the Secretary of State's records under § 351.110.

The payment-for-shares line separates the two approval routes

Before the corporation has received any payment for any shares, § 351.090.1 allows the board to adopt the amendment. Section 351.095.1 then requires a majority of the directors to execute the certificate, and current Corp. 44A repeats that a majority of the board must sign.

After any share payment, the corporation moves to the shareholder route. The board may adopt a resolution and direct submission, or may directly submit the amendment to an annual or special shareholder meeting without first adopting the amendment. Section 351.090 does not impose a recommendation requirement or state a separate power to abandon an approved amendment before filing.

Notice, quorum, approval, and consent use different denominators

Section 351.090 requires the amendment or a summary in the notice to every record shareholder entitled to vote. Under § 351.230, notice is given 10 to 70 days before the meeting. A majority of outstanding entitled shares must be represented for a quorum under § 351.265, but the ordinary amendment itself needs the affirmative vote of a majority of all outstanding shares entitled to vote—not merely a majority of the shares present.

The articles or shareholder-adopted bylaws may require a greater vote under § 351.270. They cannot use that section to reduce the statutory threshold. Action without a meeting is available under § 351.273 only when every shareholder entitled to vote signs the written consent.

Affected classes and series can vote even when otherwise nonvoting

Section 351.093 gives a separate class vote for listed changes to authorized shares, par value, senior rights, preferences, or other adversely affected class rights. If only one or more series are adversely affected, the affected series is treated as a separate class. The right applies even when the articles otherwise deny the shares a vote. The usual threshold is a majority of the outstanding shares of each entitled class plus a majority of all shares entitled to vote under § 351.090.2(3).

The amendment-appraisal provisions in § 351.875 belong to the statutory-close- corporation subchapter because § 351.870 defines the covered corporation that way. They should not be imported into the ordinary Chapter 351 corporation in this survey. A statutory close corporation or another specially governed entity needs its own analysis.

Under § 351.386, a corporation conducting a business regulated by another Missouri statute remains subject to that statute's limitations. Regulated and other special-purpose corporations therefore can require a different answer.

Agent, correction, and bylaw changes use separate routes

The ordinary amendment scheme in §§ 351.085 through 351.095 contains no general post-payment list of board-only charter amendments. Under § 351.370, the corporation must maintain a registered office and agent. A change instead uses the separate statement in § 351.375 or may be included in a corporate registration report under § 351.120.

Articles of correction under § 351.049 fix an incorrect statement or defective execution in a filed document. They do not approve a new substantive charter change. Bylaws are also separate: § 351.290 gives the power to shareholders unless the articles vest it in the board, while allowing the directors to adopt the original bylaws.

The certificate records the approval facts and controls effectiveness

For a shareholder-approved amendment, § 351.095 requires the current name and, if changed, the original name; adoption date; amendment text; outstanding and entitled share counts; votes for and against; separate-class counts; any exchange, reclassification, cancellation, or capital-reduction mechanics; and any delayed effective date. An officer executes the post-share certificate. Under § 351.046, the signer states a name and capacity; a seal, attestation, acknowledgment, verification, or proof is optional rather than mandatory.

Under § 351.658, the amendment filing fee is $20. Section 351.127 currently adds a $5 technology fee, and Corp. 44 therefore states a $25 filing fee. The $5 surcharge expires after December 31, 2026, so the fee must be rechecked for a filing after that date. An increase in authorized capital can also change the amount under the current form instructions.

Under § 351.105, the amendment takes effect when the Secretary of State files the certificate and issues the state certificate, unless the filing specifies a date no more than 90 days later.

Restatement consolidates the charter but preserves amendment approval

Section 351.106 allows the board, by majority, to adopt a no-change restatement. The restatement may instead be submitted to shareholders and approved by a majority of outstanding entitled shares. Once the state issues the restated certificate, the restated articles supersede the original and prior amendments.

An amending restatement under § 351.107 must still receive the percentage vote required for the included amendment. Sections 351.658 and 351.127 currently make the restatement fee $25, subject to the same December 31, 2026 technology- fee sunset.

Chapter 351's amendment and restatement scheme states no statewide publication step. If the legal name changes, § 351.105 preserves existing claims and says a pending suit under the former name does not abate. Tax, license, contract, title, trademark, banking, and foreign-registration updates remain outside the state charter-amendment filing itself.

What trips people up

The meeting quorum and the approval threshold are not the same number. A majority represented can open the meeting, but an ordinary amendment generally needs a majority of every outstanding share entitled to vote. Abstentions or absences can therefore prevent approval even when a quorum exists.

The $25 current fee is not a timeless statutory base. It combines the $20 Chapter 351 fee with a $5 technology surcharge scheduled to expire after December 31, 2026. The filing office should be checked again for any later submission.

Common questions

May Missouri shareholders approve an amendment by written consent?

Yes, but § 351.273 requires signatures from all shareholders entitled to vote on the amendment. Missouri's general-business-corporation statute does not set a lower minimum-vote written-consent route.

Is a Missouri legal-name change board-only after shares have been paid for?

No. The general amendment provisions do not create a post-payment board-only name-change exception. The board submits the change, the entitled shareholders approve it, and the corporation files the certificate unless a special entity rule applies.

Does Missouri require publication of the amendment or new name?

No statewide publication requirement appears in the current Chapter 351 amendment and restatement scheme. The accepted filing changes the public articles; other agency, contract, title, trademark, and foreign-registration updates are separate questions.

Is a restatement the same as a correction?

No. A restatement consolidates the operative articles and may include a newly approved amendment. Correction under § 351.049 repairs an incorrect statement or defective execution in the filed record and generally relates back, subject to protection for a person who relied on the uncorrected filing.

Statutes and sources

• Missouri Revised Statutes, Chapter 351 — current amendment, voting, filing, name, restatement, correction, agent, bylaw, fee, and special-entity rules, accessed August 15, 2026.
• Missouri Secretary of State Corp. 44 and Corp. 44A (01/2025) — current shareholder and pre-payment director amendment forms and filing fees, accessed August 15, 2026.