Missouri Constitution – Article XI – CORPORATIONS

Definition of “corporation”.

Section 1. The term “corporation,” as used in this article, shall be construed to include all joint stock companies or associations having any powers or privileges not possessed by individuals or partnerships.

Source: Const. of 1875, Art. XII, § 11.

Organization of corporations by general law–special laws relating to corporations–invalidation of unexercised charters and franchises.

Section 2. Corporations shall be organized only under general laws. No corporation shall be created, nor shall any existing charter be extended or amended by special law; nor shall any law remit the forfeiture of any charter granted by special act. All existing charters, or grants of special or exclusive privileges, under which a bona fide organization was not completed, and business was not being done in good faith at the adoption of this constitution, shall thereafter have no validity.

Source: Const. of 1875, Art. XII, §§ 1, 2, 3.

Exercise of police power with respect to corporations.

Section 3. The exercise of the police power of the state shall never be surrendered, abridged, or construed to permit corporations to infringe the equal rights of individuals, or the general well-being of the state.

Source: Const. of 1875, Art. XII, § 5.

Corporations subject to eminent domain–trial by jury.

Section 4. The exercise of the power and right of eminent domain shall never be construed or abridged to prevent the taking by law of the property and franchises of corporations and subjecting them to public use. The right of trial by jury shall be held inviolate in all trials of claims for compensation, when the rights of any corporation are affected by any exercise of said power of eminent domain.

Source: Const. of 1875, Art. XII, § 4.

(Repealed August 2, 1988, L. 1988 HJR 80, § 1)

Cumulative voting authorized unless alternate method provided by law –exceptions.

Section 6. In all elections for directors or managers of any corporation, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares held by him, multiplied by the number of directors or managers to be elected, and may cast the whole number of votes, either in person or by proxy for one candidate, or distribute such votes among two or more candidates; and such directors or managers shall not be elected in any other manner unless an alternative method of electing and removing directors and managers is adopted as provided by law; provided, that this section shall not apply to cooperative associations, societies or exchanges organized under the law.

Source: Const. of 1875, Art. XII, § 6.

(Amended August 2, 1988)

Consideration for corporate stock and debts–fictitious issues –antecedent debts–increases of stock or bonds–issuance of preferred stock.

Section 7. No corporation shall issue stock, or bonds or other obligations for the payment of money, except for money paid, labor done or property actually received; and all fictitious issues or increases of stock or indebtedness shall be void; provided, that no such issue or increase made for valid bona fide antecedent debts shall be deemed fictitious or void. The stock or bonded indebtedness of corporations shall not be increased nor shall preferred stock be issued, except according to general law.

Source: Const. of 1875, Art. XII, §§ 8, 10.

Limitation of liability of stockholders.

Section 8. No stockholder or subscriber to stock of a corporation shall be individually liable in any amount in excess of the amount originally subscribed on such stock.

Source: Const. of 1875, Art. XII, § 9.


Public highways–common carriers–regulations.

Section 9. All railways in this state are hereby declared public highways, and railroad corporations common carriers. Laws shall be enacted to correct abuses and prevent unjust discrimination and extortion in the rates of freight and passenger tariffs on all railroads in this state.

Source: Const. of 1875, Art. XII, § 14.

Consolidation of domestic with foreign railroad corporations –jurisdiction of Missouri courts–notice of consolidation.

Section 10. If any railroad corporation organized under the laws of this state shall consolidate by sale or otherwise, with any railroad corporation organized under the laws of any other state, or of the United States, the same shall not thereby become a foreign corporation, but the courts of this state shall retain jurisdiction in all matters which may arise as if said consolidation had not taken place. No consolidation shall take place, except upon at least sixty days public notice to all stockholders, in the manner provided by law.

Source: Const. of 1875, Art. XII, § 18.

Local consent for street railroads.

Section 11. No law shall grant the right to construct and operate a street railroad within any city, town, village, or on any public highway, without first acquiring the consent of the local authorities having control of the street or highway, and the franchises so granted shall not be transferred without similar assent first obtained.

Source: Const. of 1875, Art. XII, § 20.

Prohibition of discrimination, favoritism and preferences.

Section 12. No discrimination in charges or facilities in transportation shall be made between transportation corporations and individuals, or in favor of either, by abatement, drawback or otherwise; and no common carrier, or any lessee, manager or employee thereof, shall make any preference in furnishing cars or motive power.

Source: Const. of 1875, Art. XII, § 23.


Exclusion of state from banking.

Section 13. No state bank shall be created, nor shall the state own or be liable for any stock in any corporation, joint stock company, or association for banking purposes.

Source: Const. of 1875, Art. XII, § 25.