The Missouri Resolution of Directors of a Close Corporation Authorizing Redemption of Stock is a legal document that outlines the process through which a close corporation can redeem its stock. This resolution is crucial for close corporations looking to repurchase its shares from shareholders for various reasons, such as retirement, financial restructuring, or changes in ownership. The resolution starts by clearly identifying the corporation and the purpose of the resolution, ensuring all shareholders are aware of the intent to redeem stock. It also highlights the authority of the board of directors to carry out this action, emphasizing that the resolution is aligned with the Missouri corporate laws and the corporation's bylaws. There are different types of Missouri Resolutions of Directors of a Close Corporation Authorizing Redemption of Stock, including: 1. Full Redemption Resolution: This type of resolution authorizes the complete redemption of stock from a specific shareholder or a group of shareholders. It specifies the quantity of shares, the redemption price, and the payment terms. 2. Partial Redemption Resolution: In cases where the corporation only wishes to repurchase a portion of the stock from a shareholder or a group of shareholders, this resolution comes into play. It clearly states the number of shares to be redeemed and outlines the calculations for the redemption price. 3. Conditional Redemption Resolution: This type of resolution is used when the redemption is subject to certain conditions, such as the occurrence of a specific event or the approval of a majority of shareholders. It defines the conditions that need to be met for the redemption process to move forward. 4. Immediate Redemption Resolution: In urgent situations or when it is necessary to expedite the redemption process, the immediate redemption resolution is utilized. This resolution allows for the swift repurchase of stock without the need for extended notice periods or additional approvals. Regardless of the type of resolution, key elements within the document include details about the redemption price per share, any accrued dividends, the method of payment (e.g., cash, promissory note), and a timeline for completing the redemption process. The resolution also outlines the impact this redemption will have on the corporation's capital structure and the rights and obligations of remaining shareholders. It is important for the directors of a close corporation in Missouri to carefully draft and execute this resolution in compliance with state laws, corporate bylaws, and any existing shareholders' agreements. Seeking legal counsel is advisable to ensure the redemption process is executed smoothly and legally, safeguarding the best interests of the corporation and its shareholders.