reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.857 - Option of biennial filing of corporate registration reports.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2009
355.857. Option of biennial filing of corporate registration reports. —
1. Notwithstanding the provisions of section 355.856 to the contrary, beginning January 1, 2010, the secretary of state may provide corporations the option of biennially filing corporate registration reports. Any corporation incorporated or qualified in an even-numbered year may file a biennial corporate registration report only in an even-numbered calendar year, and any corporation incorporated or qualified in an odd-numbered year may file a biennial corporate registration report only in an odd-numbered calendar year, subject to the following requirements:
(1) The fee paid at the time of biennial registration shall be that specified in section 355.021;
(2) A corporation's biennial corporate registration report shall be filed in a format as prescribed by the secretary of state;
(3) The secretary of state may collect an additional fee of ten dollars on each biennial corporate registration report filed under this section. Such fee shall be deposited into the state treasury and credited to the secretary of state's technology trust fund account.
2. Once a corporation chooses the option of biennial registration, such registration shall be maintained for the full twenty-four-month period. Once the twenty-four-month period has expired and another corporate registration report is due, a corporation may choose to file an annual registration report under section 355.856. However, upon making such choice the corporation may later only choose to file a biennial corporate registration report in a year appropriate under subsection 1 of this section, based on the year in which the corporation was incorporated.
3. The secretary of state may promulgate rules for the effective administration of this section. Any rule or portion of a rule, as that term is defined in section 536.010, that is created under the authority delegated in this section shall become effective only if it complies with and is subject to all of the provisions of chapter 536 and, if applicable, section 536.028. This section and chapter 536 are nonseverable and if any of the powers vested with the general assembly pursuant to chapter 536 to review, to delay the effective date, or to disapprove and annul a rule are subsequently held unconstitutional, then the grant of rulemaking authority and any rule proposed or adopted after August 28, 2009, shall be invalid and void.
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(L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.866 - Existing authorized foreign corporations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.866. Existing authorized foreign corporations. —
A foreign corporation authorized to transact business in this state on July 1, 1995, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.871 - Repeal of chapter 355 in 1994, effects.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 28 Aug 2005
355.871. Repeal of chapter 355 in 1994, effects. —
1. The repeal of former chapter 355 does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(3) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;
(4) Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(5) Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
2. Repeals and reenactments provided in this section shall not void or invalidate the provisions of section 355.716.
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(L. 1994 H.B. 1095, A.L. 2005 H.B. 630)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.881 - Designation of public, mutual benefit corporations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.881. Designation of public, mutual benefit corporations. —
On July 1, 1995, each domestic corporation existing on that date that is or becomes subject to this chapter shall be designated as a public benefit or mutual benefit corporation as follows:
(1) Any corporation designated by statute as a public benefit corporation or a mutual benefit corporation is the type of corporation designated by statute;
(2) Any corporation which does not come within subdivision (1) of this section but is organized primarily or exclusively for religious purposes is a public benefit corporation;
(3) Any corporation which does not come within subdivision (1) or (2) of this section but which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation;
(4) Any corporation which does not come within subdivision (1), (2) or (3) of this section, but which is organized for a public or charitable purpose and which upon dissolution must distribute its assets to a public benefit corporation, the United States, a state or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and
(5) Any corporation which does not come within subdivision (1), (2), (3) or (4) of this section is a mutual benefit corporation.
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(L. 1994 H.B. 1095)
Effective 7-01-95
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.011 - Citation of law.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• Effective - 28 Aug 1986
356.011. Citation of law. —
Sections 356.011 to 356.261 may be cited as "The Professional Corporation Law of Missouri".
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(L. 1986 H.B. 1230)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.031 - General and business corporation law applicable — exceptions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.051 - Purposes.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.061 - Powers.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.071 - Regulating name of corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230, A.L. 1993 S.B. 66 & 20, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.081 - Corporation may render professional services, how.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.091 - Directors and officers, who may be.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.101 - Corporation may purchase own shares, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.121 - Proxies and voting trusts, valid when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.131 - Securities law not applicable, exception.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.151 - Disqualifying event, effect.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.171 - Liability for negligent or wrongful acts or omissions.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.181 - Privileged communications.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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.
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(L. 1986 H.B. 1230)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• 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
*
.
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(L. 1986 H.B. 1230)
*Words "of this act" appear in original rolls.
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• Effective - 28 Aug 2009, 4 histories
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.
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(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)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.221 - Merger or consolidation with another corporation, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• Effective - 28 Aug 1986
356.221. Merger or consolidation with another corporation, when. —
1. A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation under the laws applying to that surviving or new corporation.
2. Upon the merger or consolidation of a professional corporation, if the surviving or new corporation, as the case may be, is to render professional services in this state, it shall be in full compliance with the provisions of sections 356.011 to 356.261 immediately after the merger or consolidation. Otherwise, that corporation shall not thereafter be subject to the provisions of sections 356.011 to 356.261 and shall not provide professional services in this state.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.231 - Certificates of authority, required, exceptions — foreign corporations may be granted certificates of authority, requirements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• Effective - 28 Aug 1986
356.231. Certificates of authority, required, exceptions — foreign corporations may be granted certificates of authority, requirements. —
1. No foreign professional corporation shall have the right to transact business of providing professional services in this state until it shall have procured a certificate of authority to do so from the secretary of state. However, no such corporation shall be required to obtain a certificate of authority to transact business in this state solely because it conducts any of the following activities in this state:
(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding directly involving the corporation, or effecting the settlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Borrowing money or creating evidences of debt, mortgage or lien on or other security interest in real or personal property;
(5) Securing or collecting debts or enforcing any rights in property securing the same;
(6) Conducting an isolated transaction that is not repeated on any type of recurring or regular basis.
2. A foreign professional corporation shall be entitled to procure from the secretary of state a certificate of authority to transact business in this state only if:
(1) The name of the corporation meets the requirements of sections 356.011 to 356.261;
(2) The corporation is organized only for purposes for which a professional corporation organized under sections 356.011 to 356.261 may be organized; and
(3) All the shareholders, at least a majority of the directors and all the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.233 - Additional fee — expiration date.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• Effective - 28 Aug 2020, 4 histories
356.233. Additional fee — expiration date. —
The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary of state's technology trust fund account. The provisions of this section shall expire on December 31, 2026.
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(L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288, A.L. 2008 S.B. 1150, A.L. 2017 S.B. 95, A.L. 2020 S.B. 631)
Expires 12-31-26
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.241 - Foreign professional corporations, application for certificate of authority, contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• Effective - 28 Aug 1986
356.241. Foreign professional corporations, application for certificate of authority, contents. —
The application of a foreign professional corporation for a certificate of authority for the purpose of rendering professional services in this state shall include a statement that all the shareholders, at least a majority of the directors and all the officers other than the secretary and treasurer are licensed in one or more states or territories of the United States or the District of Columbia to render a professional service described in the statement of purposes of the corporation.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.251 - Forfeiture of corporate rights, when — duties of licensing authority.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• Effective - 28 Aug 1986
356.251. Forfeiture of corporate rights, when — duties of licensing authority. —
The certificate of incorporation of a professional corporation or the certificate of authority of a foreign professional corporation may be forfeited by the secretary of state if the corporation fails to comply with the provisions of sections 356.011 to 356.261 which are applicable to it or if the secretary of state determines or is informed by the licensing authority that the corporation fails or has failed to comply with the requirements of the licensing authority that allow the corporation to practice any professional service as a corporation under sections 356.011 to 356.261. Each licensing authority in this state shall promptly certify to the secretary of state the names of all such corporations that have given cause for forfeiture as provided in sections 356.011 to 356.261, together with the facts pertinent thereto. Whenever a licensing authority shall so certify the name of a corporation to the secretary of state as having given cause for forfeiture of the corporation's certificate of incorporation or certificate of authority as provided in sections 356.011 to 356.261, then the licensing authority shall concurrently mail to the corporation at its registered office in this state a notice that such certification has been made.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 356 - Professional Corporations › Section 356.261 - Application of law.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 356
• Effective - 28 Aug 1986
356.261. Application of law. —
On and after August 13, 1986, the provisions of sections 356.011 to 356.261 shall apply in full to all corporations previously subject to any law which was a predecessor to sections 356.011 to 356.261.
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(L. 1986 H.B. 1230)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.010 - Authorization of cooperative plan — purposes — other corporations may convert to cooperatives, procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1985
357.010. Authorization of cooperative plan — purposes — other corporations may convert to cooperatives, procedure. —
1. Any number of persons, not less than twelve, may associate themselves together as a cooperative association, society or exchange, having all the incidents, powers and privileges of corporations, for the purpose of producing or furnishing goods, services, or housing, or for the purpose of conducting any agricultural or mercantile business on the cooperative plan, including the buying, selling, manufacturing, storage, transportation or other handling or dealing in or with, by associations of agriculturists, of agricultural, dairy or similar products, and including the manufacturing transformation of such articles into products derived therefrom, and for the purpose of the purchasing of or selling to all shareholders and others groceries, provisions and all other articles of merchandise.
2. For the purposes of this section the words "association", "company", "corporation", "society" or "exchange" shall be construed to mean the same.
3. A corporation, other than a cooperative incorporated under this chapter, may convert itself into a cooperative, if such corporation can qualify as a cooperative under the provisions of this chapter, by adopting an amendment to its articles of incorporation by which it elects to become subject to the provisions of this chapter. Such amendment shall include all information required by section 357.020 and may include any desirable changes permitted by this chapter. Such amendment shall be adopted, filed and recorded in the manner provided by law applicable to the corporation prior to such conversion, except that the fee for such amendment shall be that amount required of a newly formed cooperative as set forth in section 357.060.
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(RSMo 1939 § 14406, A.L. 1985 S.B. 300)
Prior revisions: 1929 § 12748; 1919 § 10247
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.015 - Housing cooperative, defined, limitations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1998
357.015. Housing cooperative, defined, limitations. —
1. For the purposes of this section, a
"housing cooperative"
means a cooperative incorporated under this chapter, as modified by this section, for the purpose of producing or furnishing housing.
2. Any number of persons, not less than five, may associate themselves together as a housing cooperative under section 357.010.
3. No shareholder in a housing cooperative shall own shares of a greater aggregate par value than twenty percent of the aggregate par value of all shares of stock of such housing cooperative for the purposes of section 357.050.
4. The bylaws of a housing cooperative may provide for the business activities which such housing cooperative is engaged in, and the manner and method of conducting such activities, which may be conducted independently or jointly with any other person, entity or organization for the purposes of section 357.130.
5. Section 357.150 shall not be applicable to a housing cooperative.
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(L. 1998 S.B. 517)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.020 - Articles of incorporation — filing — certificate.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.020. Articles of incorporation — filing — certificate. —
The persons so desiring to associate themselves together shall all sign, and at least five of them acknowledge before a notary public, written articles of association or agreement, which shall contain the name of the said association; the names and residences of the persons forming the same; a statement of the purposes of such association; designation of the city, town, or village, or other place, where its principal place of business shall be located; a statement of the amount of capital stock; and the number of shares and par value of each. When thus signed and acknowledged, the said articles shall be recorded in the office of the recorder of deeds in the county or city in which the principal place of business of such corporation is to be located, and a certified copy thereof shall be filed in the office of the secretary of state, who, upon receiving the same and the fees required by law, shall issue a certificate of incorporation.
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(RSMo 1939 § 14407)
Prior revisions: 1929 § 12749; 1919 § 10248
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.030 - Amendments to articles — change in number of authorized shares — fees.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1978
357.030. Amendments to articles — change in number of authorized shares — fees. —
Any such association may amend its articles of incorporation by a majority vote of its shareholders at any regular shareholders' meeting or at any special shareholders' meeting called for that purpose on sixty days' written notice by mail to all shareholders. Said power to amend shall include the power to increase or diminish the amount of capital stock and the number of shares, but the amount of capital stock shall not be so diminished below the amount of paid-up capital at the time the amendment is adopted. Within thirty days after the adoption of an amendment to its articles of incorporation, such association shall cause a copy of such amendment to be recorded in the office of the recorder of deeds of the county or city wherein its principal place of business is located, and a certified copy thereof in the office of the secretary of state. The fee of the secretary of state for filing an article of amendment shall be one dollar, and no increase in the authorized shares of the corporation shall be valid or effectual unless the corporation has paid the director of revenue five dollars for each ten thousand dollars or less of the increase in the authorized shares of the corporation, and the corporation shall file a duplicate receipt issued by the director of revenue for the payments required by this section to be made with the secretary of state.
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(RSMo 1939 § 14411, A.L. 1978 S.B. 755)
Prior revisions: 1929 § 12753; 1919 § 10251
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.040 - Issuance of common and preferred stock.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1985
357.040. Issuance of common and preferred stock. —
By unanimous agreement persons desiring to associate themselves together for the purpose of forming a corporation to conduct any agricultural or mercantile business for the purpose of producing or furnishing goods, services or housing on the cooperative plan under this chapter may issue both preferred and common stock in such corporation.
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(RSMo 1939 § 14408, A.L. 1985 S.B. 300)
Prior revision: 1929 § 12750
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.050 - Limit of shares.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.050. Limit of shares. —
No shareholder in any such association shall own shares of a greater aggregate par value than ten percent of the aggregate par value of all shares of stock of such association.
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(RSMo 1939 § 14413)
Prior revisions: 1929 § 12755; 1919 § 10253
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.060 - Fees for incorporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 2014
357.060. Fees for incorporation. —
1. For incorporation under this chapter as herein provided, there shall be paid to and collected by the state director of revenue a fee of fifty dollars for the first fifty thousand dollars or less of capital stock, and the further sum of five dollars for each additional ten thousand dollars of its capital stock. The limitation upon the aggregate amount of capital stock shall be the same as in respect to other corporations.
2. Fees mandated in subsection 1 of this section shall be waived if the association of persons signing the written articles of association and agreement includes a member of the Missouri National Guard or any other active duty military, who resides in the state of Missouri, and provides proof of such service to the secretary of state.
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(RSMo 1939 § 14409, A.L. 1947 V. I p. 16, A.L. 2014 S.B. 600)
Prior revisions: 1929 § 12751; 1919 § 10249
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.070 - Fees of recorder of deeds.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.070. Fees of recorder of deeds. —
The fees of the recorder of deeds for any service required by this chapter shall be the same as those now customarily appertaining to his office for similar services.
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(RSMo 1939 § 14412)
Prior revisions: 1929 § 12754; 1919 § 10252
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.080 - Management by board — election — removal.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1939
357.080. Management by board — election — removal. —
1. Every such association shall be managed by a board of not less than five directors, who shall be elected by and from the shareholders, subject to such restrictions and with such qualifications as may be prescribed by the bylaws, at such time and for such term of office as the bylaws may prescribe, and shall hold office for the time for which elected, and until their successors are elected and qualified; but the shareholders shall have the power as herein provided, at any regular or special shareholders' meeting, legally called, to remove any director for cause and to fill the vacancy, and thereupon the director so removed shall cease to be a director of said association.
2. The officers of every such association shall be a president, one or more vice presidents, a secretary and treasurer, who shall be elected annually by the directors, and each of said officers must be a director of the association except the secretary and treasurer. The offices of secretary and treasurer may be combined, and when so combined, the person filling the office shall be secretary-treasurer.
3. When any director has been removed for cause, as herein provided, such action shall vacate any office held by him and such vacancy shall be filled from among the board of directors so constituted after the vacancy in such board of directors has been filled by the shareholders as herein provided.
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(RSMo 1939 § 14410)
Prior revisions: 1929 § 12752; 1919 § 10250
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 357 - Cooperative Companies › Section 357.090 - Election of directors.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 357
• Effective - 28 Aug 1945
357.090. Election of directors. —
In the election of directors of such associations, each shareholder, regardless of the number of shares held by him or her in said association, shall have the right to cast only one vote for each director to be elected, which vote may be cast either in person or by proxy.
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(RSMo 1939 § 14414, A.L. 1945 p. 77)
Prior revisions: 1929 § 12756; 1919 § 10254