Missouri Constitution Article XI - Corporations
Missouri Constitution – Article XI: Corporations
Overview:
Article XI of the Missouri Constitution governs corporations, including the formation, regulation, and limitations placed upon both public and private corporations. It sets constitutional standards for corporate operation in the state, with particular focus on public accountability, incorporation processes, and restrictions on certain powers.
🔹 Key Sections & Provisions of Article XI:
Section 1 – Corporations Defined by Law:
All corporations (except municipal ones) must be created under general laws, not special acts.
The state shall have the power to alter, revoke, or repeal any corporate charters, subject to protection of contract rights.
Section 2 – Liability of Stockholders and Officers:
Stockholders in corporations (except banking) are liable for corporate debts to the extent of their unpaid stock.
Corporate officers and agents may be held personally liable for fraud or illegal acts.
Section 3 – Regulation of Corporations:
The General Assembly must pass laws for the supervision and regulation of all corporations, especially those engaged in public service.
Section 4 – Foreign Corporations:
Foreign corporations must receive a license to do business in Missouri and are subject to the same regulations as Missouri corporations.
Section 5 – Corporate Powers:
No corporation shall exercise any power not expressly granted by law.
Section 6 – Consolidation and Monopolies:
Corporations are prohibited from combining to create monopolies or restrain trade or competition.
This supports the antitrust policy of the state.
Section 7 – Eminent Domain:
Corporations may only exercise eminent domain for public use and under specific legal conditions.
Section 8 – Banking Restrictions:
Specific regulations apply to banking corporations, including limitations on ownership and chartering.
Section 9 – Corporate Records and Investigations:
Corporations must maintain records and allow legislative inspection when necessary.
🔍 Summary:
Article XI reflects Missouri’s intent to:
Prevent abuse of corporate power,
Maintain state control over corporate creation and operation,
Ensure corporate accountability and public interest protection,
Guard against monopolies and unfair trade practices.
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