reglab/housing_qa huggingface dataset:
MO Rev Stat § 356.012 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.012 - Filing of statement or document represents belief that statements are true and correct.

Effective - 28 Aug 2004   356.012. Filing of statement or document represents belief that statements are true and correct. — Any statement or document filed under this chapter represents that the signer believes the statements are true and correct to the best knowledge and belief of the person signing, subject to the penalties provided under section 575.040. ­­-------- (L. 2004 H.B. 1664)
MO Rev Stat § 356.021 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.021 - Definitions.

Effective - 01 Dec 1993   356.021. Definitions. — As used in sections 356.011 to 356.261 unless the context otherwise requires, the following terms shall mean:  (1) "Disqualified person", any natural person, corporation, partnership, limited liability company, fiduciary, trust, association, governmental agency or other entity that for any reason is or becomes ineligible under sections 356.011 to 356.261 to own shares issued by a professional corporation;  (2) "Foreign professional corporation", a corporation organized for the purpose of rendering professional services under a law other than the law of this state;  (3) "Licensing authority", the officer, board, agency, court or other authority in this state that has the power under applicable law to issue a license or other legal authorization to render a professional service;  (4) "Professional corporation", a corporation for profit subject to the provisions of sections 356.011 to 356.261, except a foreign professional corporation;  (5) "Professional service" and "professional services":  (a) Any service that lawfully may be rendered only by persons licensed under the provisions of a licensing law of this state and that also may not lawfully be rendered by a corporation organized under the general and business corporation law of Missouri, chapter 351; and  (b) Practiced by the following professionals, each subparagraph constituting one type:  a. An accountant;  b. An architect or engineer;  c. An attorney at law;  d. A chiropodist-podiatrist;  e. A chiropractor;  f. A dentist;  g. An optometrist;  h. A physician, surgeon, doctor of medicine or doctor of osteopathy;  i. A psychologist;  j. A veterinarian;  k. A registered nurse;  l. Any natural person licensed as a real estate salesperson;  m. A physical therapist;  (6) "Qualified person", a natural person, general partnership, limited liability company, professional corporation, or foreign corporation that is eligible under sections 356.011 to 356.261 to own shares issued by a professional corporation not otherwise restricted, the probate estate of a qualified person or a grantor of a declaration in trust who is a natural person eligible to own shares issued by a professional corporation; and, all trustees of the trust that are eligible to own shares issued by a professional corporation; except that all qualified persons defined in this subdivision that are eligible to own shares issued by a professional corporation shall offer, unless otherwise provided in writing, the professional corporation an option to redeem such shares. The probate estate, the trustee, or a successor trustee of a qualified person who is not otherwise authorized to own shares issued by a professional corporation shall be deemed a qualified person where the stock or assets of such professional corporation are owned by the qualified person. ­­-------- (L. 1986 H.B. 1230, A.L. 1988 H.B. 1178, A.L. 1991 H.B. 219, A.L. 1993 S.B. 66 & 20)  Effective 12-01-93
MO Rev Stat § 356.031 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.031 - General and business corporation law applicable — exceptions.

Effective - 28 Aug 1986   356.031. General and business corporation law applicable — exceptions. — The general and business corporation law of Missouri, chapter 351, shall be applicable to a professional corporation organized pursuant to sections 356.011 to 356.261, and to the extent chapter 351 relates to foreign corporations generally, chapter 351 shall be applicable to a foreign professional corporation subject to sections 356.011 to 356.261. All provisions of chapter 351 relating to the administration, enforcement, interpretation or amendment of chapter 351 shall be applicable to sections 356.011 to 356.261; except that, in all cases in which the provisions of sections 356.011 to 356.261 are contrary or inconsistent to the provisions of chapter 351, the provisions of sections 356.011 to 356.261 shall take precedence over such provisions of chapter 351. The provisions of sections 356.011 to 356.261 shall take precedence over any law that prohibits a corporation from rendering any type of professional service. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.051 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.051 - Purposes.

Effective - 28 Aug 1986   356.051. Purposes. — Professional corporations may be incorporated for the purpose of rendering one or more types of professional service, and services ancillary thereto, and in addition, for any purpose or purposes for which corporations may be organized under the general and business corporation law of Missouri, chapter 351, to the extent that such combination of professional services or of professional services and business purposes is expressly permitted by the licensing authorities that regulate each of such professions. Except to the extent that such a combination is permitted by such licensing authorities, a professional corporation may be organized under sections 356.011 to 356.261 only for the purpose of rendering a single type of professional service and services ancillary thereto. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.061 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.061 - Powers.

Effective - 28 Aug 1986   356.061. Powers. — 1. A professional corporation shall have the powers enumerated in the general business and corporation law of Missouri, chapter 351; except that, a professional corporation may:  (1) Invest its funds in real estate, mortgages, stocks, bonds or any other type of investment, but only so long as that investment does not violate or is not inconsistent with subsection 2 of this section; and  (2) Be a promoter, general partner, stockholder, member, associate or manager only of a partnership, joint venture, professional corporation, foreign professional corporation, trust or other enterprise that is engaged only in:  (a) Rendering a professional service that is authorized to practice under its articles of incorporation; or  (b) Carrying on business permitted by the articles of incorporation of the professional corporation or in providing services ancillary thereto.  2. A professional corporation shall not engage in any profession or business other than the professions or businesses permitted by its articles of incorporation. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.071 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.071 - Regulating name of corporation.

Effective - 28 Aug 2004   356.071. Regulating name of corporation. — The name of a professional corporation or of a foreign professional corporation authorized to transact business in this state shall:  (1) Contain the words "Professional Corporation" or the abbreviation "P.C." and the corporation shall identify itself with such designation in the course of rendering any professional service;  (2) Not contain any word or phrase that indicates or implies that it is organized for any purpose other than the purposes contained in its articles of incorporation;  (3) Be distinguishable from (as the preceding standards may be defined at the time of incorporation or qualification in or under the general and business corporation law of Missouri, chapter 351) the name of any domestic corporation existing under the laws of this state or any foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at such time, reserved in the manner provided in the general and business corporation law of Missouri, chapter 351, the not-for-profit corporation law, chapter 355, the uniform limited partnership law, chapter 359, the uniform partnership law relating to registered limited liability partnerships and limited liability limited partnerships, chapter 358, or the limited liability company act, chapter 347, or the name of an entity that has in effect a registration of its corporate name under either chapter 347, 351, 355, 358, or 359, or any other business entity organized, reserved, or registered under the laws of this state; except that, this provision shall not apply if:  (a) Such similarity results from the use in the corporate name of the professional corporation or foreign professional corporation personal names of its shareholders or former shareholders; or  (b) The applicant files with the secretary of state either of the following:  a. If the name is the same, a change whereby a word is added to make such name distinguishable from the name of such other corporation, limited partnership or limited liability company; or  b. A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state; and  (4) Otherwise conform to any rule promulgated by any licensing authority having jurisdiction over a professional service described in the articles of incorporation of such corporation. ­­-------- (L. 1986 H.B. 1230, A.L. 1993 S.B. 66 & 20, A.L. 2004 H.B. 1664)
MO Rev Stat § 356.081 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.081 - Corporation may render professional services, how.

Effective - 28 Aug 1986   356.081. Corporation may render professional services, how. — A professional corporation or foreign professional corporation may render a professional service in this state only through natural persons permitted to render such service in this state; but nothing in sections 356.011 to 356.261 shall be construed to require that any person who is employed by a professional corporation or foreign professional corporation be licensed to perform services for which no license is otherwise required or to prohibit the rendering of a professional service by a licensed natural person acting in his individual capacity, notwithstanding such person may be a shareholder, director, officer, employee or agent of a professional corporation or foreign professional corporation. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.091 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.091 - Directors and officers, who may be.

Effective - 28 Aug 1986   356.091. Directors and officers, who may be. — All of the directors of a professional corporation and all of the officers of a professional corporation other than the secretary shall be qualified persons with respect to the professional corporation. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.101 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.101 - Corporation may purchase own shares, when.

Effective - 28 Aug 1986   356.101. Corporation may purchase own shares, when. — A professional corporation may purchase its own shares from a disqualified person even though its net assets are less than its stated capital, or even when by so doing its net assets would be reduced below its stated capital. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.121 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.121 - Proxies and voting trusts, valid when.

Effective - 28 Aug 1986   356.121. Proxies and voting trusts, valid when. — No proxy for voting shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons; except that, a voting trust may be validly continued for a period of six months after the death of a deceased beneficiary or for a period of six months after a beneficiary has become a disqualified person. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.131 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.131 - Securities law not applicable, exception.

Effective - 28 Aug 1986   356.131. Securities law not applicable, exception. — The Missouri uniform securities law, chapter 409, shall not be applicable to nor govern any transaction relating to any securities of a professional corporation or a foreign professional corporation; except that, the antifraud provisions of section 409.101, or any successor law to section 409.101, and the procedural, enforcement, remedy and penalty provisions of chapter 409 relating thereto, shall be fully applicable to the transfer of securities issued by a professional corporation or a foreign professional corporation if such provisions would otherwise be applicable to such transfers. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.151 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.151 - Disqualifying event, effect.

Effective - 28 Aug 1986   356.151. Disqualifying event, effect. — Upon the occurrence of any event that causes any shareholder of a professional corporation to become a disqualified person, the shareholder shall not be entitled to hold any office or be a director in the corporation, render any professional service of any kind for the corporation or its customers or clients, or receive dividends on or be entitled to vote such shares, except with respect to acceptance of the provisions of chapter 351 or granting consent to purchase by a qualified person. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.161 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.161 - Rights and obligations of unqualified persons acquiring shares by foreclosure.

Effective - 28 Aug 1986   356.161. Rights and obligations of unqualified persons acquiring shares by foreclosure. — If any shares of stock in a professional corporation are acquired by any person who is a disqualified person in foreclosure of a pledge or otherwise, the then owner of the shares shall hold them subject to the same rights and obligations and the professional corporation shall be subject to the same rights and obligations under sections 356.011 to 356.261 as if the then owner of the shares had become a disqualified person. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.171 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.171 - Liability for negligent or wrongful acts or omissions.

Effective - 28 Aug 1986   356.171. Liability for negligent or wrongful acts or omissions. — 1. Every individual who renders a professional service as an employee of a professional corporation or a foreign professional corporation shall be liable for any negligent or wrongful act or omission in which he or she personally participates to the same extent as if he or she rendered such service in his or her individual capacity. An employee of a professional corporation or a foreign professional corporation shall not be liable for the conduct of other employees in which he or she did not personally participate, unless he or she was negligent in appointing, supervising, or participating in the activity in question with that employee.  2. Every professional corporation and foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the professional corporation or foreign professional corporation shall be liable to the same extent as its employees.  3. Except as otherwise provided by law, the personal liability of a shareholder of a professional corporation or foreign professional corporation in his or her capacity as such shall be no greater in any respect than that of a shareholder of a corporation organized under the general and business corporation law of Missouri, chapter 351. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.181 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.181 - Privileged communications.

Effective - 28 Aug 1986   356.181. Privileged communications. — Any privilege applicable to communications between a person rendering professional services and the person receiving such services recognized under the laws of this state, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation or a foreign professional corporation, and its employees, in relation to professional services rendered to clients of the professional corporation or foreign professional corporation in all cases in which it shall be applicable to communications between a natural person rendering professional services on behalf of the professional corporation or foreign professional corporation and the person receiving such services. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.191 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.191 - Law not to be construed to restrict licensing authorities — additional rules.

Effective - 28 Aug 1986   356.191. Law not to be construed to restrict licensing authorities — additional rules. — Nothing in sections 356.011 to 356.261 shall restrict or limit in any manner the authority and duty of any licensing authority for the licensing of individual persons rendering any professional service or the practice of the profession that is within the jurisdiction of the licensing authority, notwithstanding that the person is an officer, director, shareholder or employee of a professional corporation or a foreign professional corporation and rendering any professional service or engaging in the practice of the profession through such corporation. Each licensing authority may adopt and enforce, pursuant to applicable law, any additional rules and regulations governing the practice of each profession as it deems to be necessary to enforce and comply with the provisions of sections 356.011 to 356.261 and the law applicable to each profession. ­­-------- (L. 1986 H.B. 1230)
MO Rev Stat § 356.201 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.201 - Election to function as general and business corporation — how made — dissenting shareholder's rights.

Effective - 28 Aug 1986   356.201. Election to function as general and business corporation — how made — dissenting shareholder's rights. — 1. Subject to the restrictions of applicable licensing authorities a professional corporation may elect, at any time, upon the vote of the owners of a majority of the issued and outstanding voting securities of the professional corporation, to amend its articles of incorporation so as to prohibit its continued operation under sections 356.011 to 356.261 and to substitute therefor authority to function as a corporation under chapter 351, and to remove the words "Professional Corporation" or the letters "P.C." from its corporate name. If such election is made, an amendment to the articles of incorporation shall be filed in accordance with the requirements of chapter 351 setting forth the purposes for which the corporation shall continue in operation and its new corporate name, together with any other amendments necessary to allow the corporation to comply with the requirements of chapter 351. A copy of any such amendment shall be filed with each licensing authority that regulates any professional service that the professional corporation is authorized to perform. Thereafter, the corporation shall no longer be subject to the provisions of sections 356.011 to 356.261*.  2. If a professional corporation elects to accept the provisions of chapter 351, any dissenting shareholder shall have all of the rights granted to a shareholder dissenting to the sale or exchange of all or substantially all of the property and assets of a corporation, pursuant to the provisions of chapter 351.  3. If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation in the manner required under subsection 1 of this section and shall conform in full to the requirements of chapter 351. The corporation may then continue in existence as a corporation organized under chapter 351 and shall no longer be subject to the provisions of sections 356.011 to 356.261*. ­­-------- (L. 1986 H.B. 1230)  *Words "of this act" appear in original rolls.
MO Rev Stat § 356.211 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 356 - Professional Corporations|Section 356.211 - Registration report — filed when, contents — form — fee — penalties for failure to file or making false declarations.

Effective - 28 Aug 2009   356.211. Registration report — filed when, contents — form — fee — penalties for failure to file or making false declarations. — 1. Each professional corporation and each foreign professional corporation shall file with the secretary of state a corporate registration report pursuant to section 351.120 or 351.122. The corporate registration report shall set forth the following information: the names and residence or physical business addresses of all officers, directors and shareholders of that professional corporation as of the date of the report.  2. The report shall be made on a form to be prescribed and furnished by the secretary of state, and shall be executed by an officer of the corporation or authorized person.  3. A filing fee in the amount set out in section 351.122 or 351.125 shall be paid with the filing of each report, and no other fees shall be charged therefor; except that, penalty fees may be imposed by the secretary of state for late filings. The report shall be filed subject to the time requirements of section 351.120 or 351.122.  4. If a professional corporation or foreign professional corporation shall fail to file a report qualifying with the provisions of this section when such a filing is due, then the corporation shall be subject to the provisions of chapter 351 that are applicable to a corporation that has failed to timely file the corporate registration report required to be filed under chapter 351. ­­-------- (L. 1986 H.B. 1230, A.L. 1990 H.B. 1361, A.L. 2002 S.B. 895, A.L. 2003 H.B. 600, A.L. 2004 H.B. 1664, A.L. 2009 H.B. 481)