Missouri Corporate Bylaws

The Missouri corporate bylaws can be adopted by a corporation’s board of directors at any time but it is recommended that this is done during the first annual meeting. The bylaws lay out all company internal policies, procedures, and defines the limitations or restrictions to a director or officer’s authority.

Last updated December 6th, 2024

The Missouri corporate bylaws can be adopted by a corporation’s board of directors at any time but it is recommended that this is done during the first annual meeting. The bylaws lay out all company internal policies, procedures, and defines the limitations or restrictions to a director or officer’s authority.

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Are bylaws required in Missouri?

No, corporations can adopt bylaws, but this is not mandatory in Missouri.[1]

Missouri Corporate Laws

  • Corporate Tax: 4% of Missouri taxable income.[2]
  • Board: All corporations must conduct business that is “controlled and managed by a board of directors.”[3]
    • Number – Missouri explicitly mandates that a board of directors have “one or more individuals” if the bylaws or articles do not demand more.[4]
    • Qualifications – A corporation’s bylaws and articles of incorporation explicitly dictate what qualifies an individual to be a director. [5]
    • Terms – Corporate bylaws determine terms with some limitations, specifically, director terms are “from one or more years, not to exceed three years.”[6]
    • Staggered Terms – Corporations may separate their directors into two or more groups; however, the articles of incorporation or bylaws must dictate the “mode of classification.”[7]
    • Fiduciary Duty – Directors must act in the “best interests of the cooperative” as well as in good faith.[8]
  • Officers: Missouri requires that every corporation “have a president and a secretary” while additional officers are appointed through the bylaws or articles of incorporation.[9]
  • Meeting: The bylaws prescribe the conditions for board meetings, especially when attended remotely, such as through “conference telephone or similar communications equipment.”[10]
  • Quorum: Missouri expects the “majority of the full board of directors”; however, the bylaws can place stricter conditions.[11]
  • Emergency Bylaws: Corporations can adopt emergency bylaws specifically for an “attack on the United States or any nuclear or atomic disaster.”[12]

Sources

  1. MO Rev Stat § 351.290 (2022)
  2. MO Rev Stat § 143.071 (2023)
  3. MO Rev Stat § 351.310 (2023)
  4. MO Rev Stat § 351.315 (2023)
  5. MO Rev Stat § 351.310 (2023)
  6. MO Rev Stat § 351.315 (2023)
  7. MO Rev Stat § 351.315 (2023)
  8. MO Rev Stat § 351.1072 (2023)
  9. MO Rev Stat § 351.360 (2023)
  10. MO Rev Stat § 351.335 (2023)
  11. MO Rev Stat § 351.325 (2023)
  12. MO Rev Stat § 351.290 (2023)