reglab/housing_qa huggingface dataset:
MO Rev Stat § 355.721 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.721 - Appeal from denial of reinstatement.

Effective - 01 Jul 1995   355.721. Appeal from denial of reinstatement. — 1. The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under section 355.176 with a written notice that explains the reason or reasons for denial.  2. The corporation may appeal the denial of reinstatement to the circuit court of Cole County within ninety days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.  3. The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.  4. The court's final decision may be appealed as in other civil proceedings. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.726 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.726 - Judicial dissolution.

Effective - 01 Jul 1995   355.726. Judicial dissolution. — 1. The circuit court may dissolve a corporation:  (1) In a proceeding by the attorney general if it is established that:  (a) The corporation obtained its articles of incorporation through fraud;  (b) The corporation has continued to exceed or abuse the authority conferred upon it by law;  (c) The corporation is a public benefit corporation other than a church or convention or association of churches and the corporate assets are being misapplied or wasted; or  (d) The corporation is a public benefit corporation other than a church or convention or association of churches and is no longer able to carry out its purposes;  (2) Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, in a proceeding by fifty members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:  (a) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;  (b) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;  (c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;  (d) The corporate assets are being misapplied or wasted; or  (e) The corporation is a public benefit corporation and is no longer able to carry out its purposes;  (3) In a proceeding by a creditor if it is established that:  (a) The creditor's claim has been reduced to a judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or  (b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or  (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.  2. Prior to dissolving a corporation, the court shall consider whether:  (1) There are reasonable alternatives to dissolution;  (2) Dissolution is in the public interest, if the corporation is a public benefit corporation other than a church or convention or association of churches;  (3) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.731 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.731 - Procedure, judicial dissolution.

Effective - 01 Jul 1995   355.731. Procedure, judicial dissolution. — 1. Venue for a proceeding by the attorney general to dissolve a corporation lies in Cole County. Venue for a proceeding brought by any other party named in section 355.726 lies in the county where a corporation's principal office, or, if none in this state, its registered office, is or was last located.  2. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.  3. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.  4. A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the attorney general who may intervene. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.736 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.736 - Receivership — custodianship.

Effective - 01 Jul 1995   355.736. Receivership — custodianship. — 1. A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.  2. The court may appoint an individual, or a domestic or foreign business or nonprofit corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.  3. The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:  (1) The receiver may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; but the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and the receiver may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state;  (2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.  4. The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.  5. The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.741 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.741 - Decree of dissolution.

Effective - 01 Jul 1995   355.741. Decree of dissolution. — 1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 355.726 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.  2. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 355.691 and the notification of its claimants in accordance with sections 355.696 and 355.701. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.746 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.746 - Assets of dissolved corporation — deposit with state treasurer.

Effective - 01 Jul 1995   355.746. Assets of dissolved corporation — deposit with state treasurer. — Assets of a dissolved corporation which should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the state treasurer for safekeeping; but, in the state treasurer's discretion property may be received and held in kind. When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the state treasurer shall deliver to the creditor, member or other person or his representative that amount or property. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.751 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.751 - Foreign corporation, certificate of authority — transportation of business.

Effective - 01 Jul 1995   355.751. Foreign corporation, certificate of authority — transportation of business. — 1. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.  2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1 of this section:  (1) Maintaining, defending, or settling any proceeding;  (2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;  (3) Maintaining bank accounts;  (4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;  (5) Selling through independent contractors;  (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;  (7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;  (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;  (9) Owning real or personal property;  (10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;  (11) Transacting business in interstate commerce.  3. The list of activities in subsection 2 of this section is not exhaustive. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.756 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.756 - Consequences of transacting business without certificate of authority.

Effective - 01 Jul 1995   355.756. Consequences of transacting business without certificate of authority. — 1. A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.  2. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.  3. A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.  4. A foreign corporation is liable for a civil penalty of one hundred dollars for each day, but not to exceed a total of two thousand dollars for each year, it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this subsection.  5. Notwithstanding subsection 1 of this section and subsection 2 of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.761 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.761 - Application for certificate of authority.

Effective - 01 Jul 1995   355.761. Application for certificate of authority. — 1. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application must set forth:  (1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 355.776;  (2) The name of the state or country under whose law it is incorporated;  (3) The date of incorporation and period of duration;  (4) The street address of its principal office;  (5) The address of its registered office in this state and the name of its registered agent at that office;  (6) The name and usual business or home addresses of its current directors and officers;  (7) Whether the foreign corporation has members; and  (8) Whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation.  2. The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.766 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.766 - Amended certificate of authority.

Effective - 01 Jul 1995   355.766. Amended certificate of authority. — 1. A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes:  (1) Its corporate name;  (2) The period of its duration; or  (3) The state or country of its incorporation.  2. The requirements of section 355.761 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.771 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.771 - Effect of certificate of authority.

Effective - 01 Jul 1995   355.771. Effect of certificate of authority. — 1. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state, subject, however, to the rights of the state to revoke the certificate as provided in this chapter.  2. A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.  3. This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.776 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.776 - Name of foreign corporation.

Effective - 01 Jul 1995   355.776. Name of foreign corporation. — 1. If the corporate name of a foreign corporation does not satisfy the requirements of section 355.146, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.  2. Except as authorized by subsection 3 of this section and subsection 4 of this section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the secretary of state from any domestic corporation existing under any law of this state or any foreign corporation authorized to transact business in this state or its fictitious name if it is required to have one, or any limited partnership existing or transacting business in this state under chapter 359, or a name the exclusive right to which is, at the time, reserved.  3. A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation:  (1) Has merged with the other corporation;  (2) Has been formed by reorganization of the other corporation; or  (3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.  4. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 355.146, it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 355.146 and obtains an amended certificate of authority under section 355.766. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.781 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.781 - Registered office, agent of foreign corporation.

Effective - 01 Jul 1995   355.781. Registered office, agent of foreign corporation. — Each foreign corporation authorized to transact business in this state must continuously maintain in this state:  (1) A registered office with the same address as that of its registered agent; and  (2) A registered agent, who may be:  (a) An individual who resides in this state and whose office is identical with the registered office;  (b) A domestic business or nonprofit corporation whose office is identical with the registered office; or  (c) A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.786 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.786 - Change of registered office, agent.

Effective - 01 Jul 1995   355.786. Change of registered office, agent. — 1. A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:  (1) Its name;  (2) The street address of its current registered office;  (3) If the current registered office is to be changed, the street address of its new registered office;  (4) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and  (5) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.  2. If a registered agent changes the street address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection 1 of this section and recites that the corporation has been notified of the change. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.791 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.791 - Resignation of registered agent, foreign corporation.

Effective - 01 Jul 1995   355.791. Resignation of registered agent, foreign corporation. — 1. The registered agent of a foreign corporation may resign as agent by signing and delivering to the secretary of state for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.  2. The secretary of state shall immediately mail a copy to any officer of the corporation at his address as last known to the secretary of state, or the registered office.  3. The agency is terminated, and the registered office discontinued if so provided, on the thirtieth day after the date on which the statement was filed. ­­-------- (L. 1994 H.B. 1095)  Effective 7-01-95
MO Rev Stat § 355.796 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 355 - Nonprofit Corporation Law|Section 355.796 - Service upon foreign corporation.

Effective - 28 Aug 2009   355.796. Service upon foreign corporation. — 1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.  2. A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its more recent corporate registration report filed under section 355.856 if the foreign corporation:  (1) Has no registered agent or its registered agent cannot with reasonable diligence be served;  (2) Has withdrawn from transacting business in this state under section 355.801; or  (3) Has had its certificate of authority revoked under section 355.811.  3. Service is perfected under subsection 2 of this section at the earliest of:  (1) The date the foreign corporation receives the mail;  (2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or  (3) Five days after its deposit in the United States mail, as evidenced by the postmark if mailed postpaid and correctly addressed.  4. This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. ­­-------- (L. 1994 H.B. 1095, A.L. 2009 H.B. 481)