reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.476 - Effect of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.476. Effect of dissolution. —
1. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(1) Collecting its assets;
(2) Disposing of its properties that will not be distributed in kind to its shareholders;
(3) Discharging or making provision for discharging its liabilities;
(4) Distributing its remaining property among its shareholders according to their interests; and
(5) Doing every other act necessary to wind up and liquidate its business and affairs.
2. Dissolution of a corporation does not:
(1) Transfer title to the corporation's property;
(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(3) Subject its directors or officers to standards of conduct different from those applicable to directors and officers of a corporation which has not been dissolved; provided that any such officer or director who conducts business on behalf of the corporation except as provided in this section shall be personally liable for any obligation so incurred;
(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
(7) Terminate the authority of the registered agent of the corporation; or
(8) Make available for use by others its corporate name for a period of one year from the effective date of its dissolution.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.478 - Known claims against dissolved corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 01 Jul 2001, see footnote
351.478. Known claims against dissolved corporation. —
1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation shall dispose of the known claims against it by following the procedure described in this section.
2. The corporation shall notify its known claimants in writing by United States Postal Service of the dissolution at any time after dissolution is authorized. The written notice must:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be fewer than one hundred eighty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
3. Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, a claim against a corporation dissolved without fraudulent intent is barred:
(1) If a claimant who was given written notice pursuant to subsection 2 of this section does not deliver the claim to the corporation by the deadline;
(2) If a claimant whose claim was rejected by the dissolved corporation does not commence proceedings to enforce the claim within ninety days from the effective date of the rejection notice.
4. For purposes of this section,
"claim"
does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
5. For purposes of this section,
"fraudulent intent"
shall be established if it is shown that the sole or primary purpose of the authorization for dissolution was to defraud shareholders, creditors or others.
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(L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2001 S.B. 288)
Effective 7-01-01
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.482 - Unknown claims against dissolved corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 01 Jul 2001, see footnote
351.482. Unknown claims against dissolved corporation. —
1. After dissolution is authorized pursuant to section 351.462, 351.464 or 351.466, or it has been dissolved pursuant to section 351.486, a corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
2. The notice shall:
(1) Be published one time in a newspaper of general circulation in the county where the corporation's principal office, or, if none in this state, its registered office, is or was last located;
(2) Be published one time in a publication of statewide circulation whose audience is primarily persons engaged in the practice of law in this state and which is published not less than four times per year;
(3) At the request of the corporation, be published by the secretary of state in an electronic format accessible to the public;
(4) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(5) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice.
3. Other rules of law, including rules on the permissibility of third-party claims, to the contrary notwithstanding, if a corporation dissolved without fraudulent intent publishes notices in accordance with subsection 2 of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two years after the publication date of whichever of the notices was published last:
(1) A claimant who did not receive written notice pursuant to section 351.478;
(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on;
(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
4. A claim may be enforced pursuant to this section only:
(1) Against the dissolved corporation, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims pursuant to this section may not exceed the total amount of assets distributed to the shareholder.
5. For purposes of this section,
"fraudulent intent"
shall be established if it is shown that the sole or primary purpose of the authorization for dissolution or the dissolution was to defraud shareholders, creditors or others.
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(L. 1990 H.B. 1432, A.L. 1995 H.B. 558, A.L. 1996 S.B. 835, A.L. 2000 S.B. 896, A.L. 2001 S.B. 288)
Effective 7-01-01
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.483 - Certain claims against insured dissolved corporations, limitations.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1995
351.483. Certain claims against insured dissolved corporations, limitations. —
1. Notwithstanding any other provision of this chapter to the contrary, subject to subsection 2 of this section, a claim against a corporation dissolved pursuant to this chapter for which claim the corporation has a contract of insurance which will indemnify the corporation for any adverse result from such claim:
(1) Is not subject to the provisions of section 351.478 or 351.482, and may not be barred by compliance with those sections;
(2) May be asserted at any time within the statutory period otherwise provided by law for such claims;
(3) May be asserted against, and service of process had upon, the dissolved or dissolving corporation for whom the court, at the request of the party bringing the suit, shall appoint a defendant ad litem.
2. Judgments obtained in suits filed and prosecuted pursuant to this section shall only be enforceable against one or more contracts of insurance issued to the corporation, its officers, directors, agents, servants or employees, indemnifying them, or any of them, against such claims.
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(L. 1995 S.B. 115)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.484 - Grounds for administrative dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009, 2 histories
351.484. Grounds for administrative dissolution. —
The secretary of state may commence a proceeding pursuant to section 351.486 to dissolve a corporation administratively if:
(1) The corporation fails to pay any final assessment of Missouri corporation franchise tax as provided in chapter 147 and the director of revenue has notified the secretary of state of such failure;
(2) The corporation fails or neglects to file the Missouri corporation franchise tax report required pursuant to chapter 147, provided the director of revenue has provided a place on both the individual and corporation income tax return to indicate no such tax is due and provided the director has delivered or mailed at least two notices of such failure to file to the usual place of business of such corporation or the corporation's last known address and the corporation has failed to respond to such second notice within thirty days of the date of mailing of the second notice and the director of revenue has notified the secretary of state of such failure;
(3) The corporation fails to file any corporation income tax return or pay any final assessment of corporation income tax as provided in chapter 143 and the director of revenue has notified the secretary of state of such failure;
(4) The corporation does not deliver its corporate registration report to the secretary of state within ninety days after it is due;
(5) The corporation is without a registered agent or registered office in this state for thirty days or more;
(6) The corporation does not notify the secretary of state within thirty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(7) The corporation's period of duration stated in its articles of incorporation expires;
(8) The corporation procures its franchise through fraud practiced upon the state;
(9) The corporation has continued to exceed or abuse the authority conferred upon it by law, or has continued to violate any section or sections of the criminal law of the state of Missouri after a written demand to discontinue the same has been delivered by the secretary of state to the corporation, either personally or by mail;
(10) The corporation fails to pay any final assessment of employer withholding tax, as provided in sections 143.191 to 143.265, and the director of revenue has notified the secretary of state of such failure; or
(11) The corporation fails to pay any final assessment of sales and use taxes, as provided in chapter 144, and the director of revenue has notified the secretary of state of such failure.
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(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1999 H.B. 516, A.L. 2003 H.B. 600, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.486 - Procedure and effect of administrative dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.486. Procedure and effect of administrative dissolution. —
1. If the secretary of state determines that one or more grounds exist under section 351.484 for dissolving a corporation, he shall serve the corporation with written notice of his determination under section 351.380.
2. If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected by posting with the United States Postal Service, the secretary of state shall dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve
*
a copy on the corporation under section 351.380 by posting with the United States Postal Service.
3. A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 351.476 and notify claimants under sections 351.478 and 351.482, and any officer or director who conducts business on behalf of a corporation so dissolved except as provided in this section shall be personally liable for any obligation so incurred.
4. The administrative dissolution of a corporation does not terminate the authority of its registered agent.
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(L. 1990 H.B. 1432)
*Word "service" appears in original rolls.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.492 - Appeal from denial of reinstatement.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1990
351.492. Appeal from denial of reinstatement. —
1. If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation as provided in section 351.380 with a written notice that explains the reason or reasons for denial.
2. The corporation may appeal a denial of reinstatement as provided for in section 351.670.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.493 - Penalties for violations by corporations or businesses.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 01 Jan 2017, see footnote
351.493. Penalties for violations by corporations or businesses. —
If a corporation or other business is found guilty of violating section 566.203, 566.206, 566.209, 566.210, 566.211, 566.212
*
, 566.213
*
, or 566.215, in addition to the criminal penalties described in such sections and other remedies provided for by law, the court may:
(1) Order its dissolution or reorganization;
(2) Order the suspension or revocation of any license, permit, or prior approval granted to it by the state;
(3) Order the surrender of its charter if it is organized under Missouri law or the revocation of its certificate to conduct business in Missouri if it is not organized under Missouri law.
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(L. 2006 H.B. 1698, et al., A.L. 2014 S.B. 491)
Transferred 2014; formerly 566.265; Effective 1-01-17
*Section 566.212 transferred to 566.211 and section 566.213 transferred to 566.210 by S.B. 491, 2014, effective 1-01-17.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.494 - Grounds for judicial dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.494. Grounds for judicial dissolution. —
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; or
(b) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by a shareholder if it is established that:
(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of 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 shareholders 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 expired; or
(d) The corporate assets are being misapplied or wasted;
(3) In a proceeding by a creditor if it is established that:
(a) The creditor's claim has been reduced to judgment, the execution on the judgment has been 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.496 - Procedure for judicial dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1990
351.496. Procedure for 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 351.494 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 shareholders 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 business of the corporation until a full hearing can be held.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.498 - Receivership or custodianship.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.498. Receivership or custodianship. —
1. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and 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 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; and may sue and defend in his own name as receiver 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 shareholders 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 shareholders, 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 his counsel from the assets of the corporation or proceeds from the sale of the assets.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.502 - Decree of dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1990
351.502. Decree of dissolution. —
1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 351.494 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 business and affairs in accordance with section 351.476 and the notification of claimants in accordance with sections 351.478 and 351.482.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.504 - Deposit with state treasurer.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1990
351.504. Deposit with state treasurer. —
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay him or his representative that amount.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.522 - Request for termination — contents — fees.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 29 May 1991, see footnote
351.522. Request for termination — contents — fees. —
1. A dissolved corporation shall file a request for termination with the secretary of state's office when it has disposed of all claims filed against it pursuant to sections 351.478 and 351.482 and all remaining assets have been distributed to its shareholders. The request for termination shall state:
(1) The name of the corporation;
(2) The date of its dissolution;
(3) A statement that it has disposed of all claims filed against it pursuant to sections 351.478 and 351.482;
(4) A statement that all remaining assets have been distributed to its shareholders.
2. The filing fee for filing a request for termination is twenty dollars.
3. If the secretary of state finds that the request for termination conforms to law and the necessary fees have been paid, he shall issue a certificate of termination which will state that the corporation no longer exists and thus can not be recognized as a separate legal entity with rights and privileges. Upon the date of the issuance of the certificate of termination the corporation will cease existence and its name will be immediately available if not already available by subdivision (8) of subsection 2 of section 351.476.
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(L. 1991 H.B. 219 § 1)
Effective 5-29-91
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.526 - Certain corporations, directors and officers as trustees.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
Effective - 28 Aug 1995
351.526. Certain corporations, directors and officers as trustees. —
If the corporate rights and privileges of any corporation were forfeited prior to August 28, 1990, the directors and officers in office when the forfeiture occurred shall be the trustees of the corporation, and shall have full authority to wind up its business and affairs, sell and liquidate its property and assets, pay its debts and obligations, execute in its corporate name deeds and other instruments of transfer, and to distribute the net assets among the shareholders. The trustees as such may sue for and recover the debts and property due the corporation, describing it by its corporate name, and may be sued as such, and the trustees shall be jointly and severally responsible to the creditors and shareholders of the corporation to the extent of its property and effects that shall have come into their hands.
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(L. 1995 S.B. 115)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.572 - Authority to transact business required.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.572. Authority to transact business required. —
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 shareholders 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 the corporation's own securities or maintaining trustees or depositories with respect to those securities;
(5) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(6) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(7) 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;
(8) Transacting business in interstate commerce.
3. The list of activities in subsection 2 of this section is not exhaustive.
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(L. 1990 H.B. 1432)
CROSS REFERENCE:
Foreign registered limited liability partnership not deemed to be transacting business in this state under corporate laws, 347.163
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.574 - Consequences of transacting business without authority.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.574. Consequences of transacting business without 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 rising out of that business may not maintain a proceeding based 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. Every foreign corporation now doing business in or which may hereafter do business in this state without a certificate of authority shall be subject to a fine of not less than one thousand dollars to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the secretary of state immediately after August first, of each year, and as often thereafter as he may be advised that corporations are doing business in contravention of sections 351.572 to 351.604, to report the fact to the prosecuting attorney of any city or county in which the corporation is doing business, and the prosecuting attorney shall, as soon thereafter as is practicable, institute proceedings to recover the fine herein provided for, which shall go into the school moneys fund as provided by law; in addition to which penalty, no foreign corporation, failing to comply with this chapter, can maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or
*
tort, while the requirements of sections 351.572 to 351.604 have not been complied with.
5. Notwithstanding subsections 1 and 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.
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(L. 1990 H.B. 1432)
*Word "of" appears in original rolls.
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.576 - Application for certificate of authority.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.576. 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 for filing. 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 351.584;
(2) The name of the state or country under whose law it is incorporated;
(3) Its 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 names and usual business addresses of its current directors and officers; and
(7) Such other information as the secretary of state shall determine is necessary to calculate any fees or taxes associated with the issuance of a certificate of authority under section 351.572.
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. Such corporation shall be required to pay into the state treasury a fee of one hundred fifty dollars for issuing the certificate of authority to do business in this state.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.578 - Amended certificate of authority.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.578. Amended certificate of authority. —
1. A foreign corporation authorized to transact business in this state shall 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 351.576 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
­­--------
(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.582 - Effect of certificate of authority.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.582. 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 right 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 but no greater rights and has the same but no greater 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.586 - Registered office and agent of foreign corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.586. Registered office and agent of foreign corporation. —
Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:
(1) A registered office that may be the same as any of its places of business; and
(2) A registered agent, who may be:
(a) An individual who resides in this state and whose business office is identical with the registered office;
(b) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or
(c) A foreign corporation or foreign not-for-profit corporation authorized to transact business in this state whose business office is identical with the registered office.
­­--------
(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.588 - Change of registered office of agent of foreign corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1990
351.588. Change of registered office of agent of foreign corporation. —
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) The name of its current registered agent;
(5) 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
(6) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
2. If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he 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.
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(L. 1990 H.B. 1432)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.592 - Resignation of registered agent of foreign corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009
351.592. Resignation of registered agent of foreign corporation. —
1. The registered agent of a foreign corporation may resign his agency appointment 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. After filing the statement, the secretary of state shall attach the filing receipt to one copy, and mail the copy and receipt to the registered office if not discontinued. The secretary of state shall mail the other copy to the foreign corporation at its principal office address shown in its most recent corporate registration report.
3. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
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(L. 1990 H.B. 1432, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.594 - Service on foreign corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009
351.594. Service on 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 most recent corporate registration report, 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 as provided in section 351.596; or
(3) Has had its certificate of authority revoked under section 351.602.
­­If the corporation has no secretary or if the secretary cannot, after the exercise of reasonable diligence, be served, then service on the corporation may be obtained by registered or certified mail, return receipt requested, addressed to any person designated as a director or officer of the corporation at any place of business of the corporation, or at the residence of or any usual business address of such director or officer.
3. Service is perfected as provided in 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.
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(L. 1990 H.B. 1432, A.L. 2009 H.B. 481)
(2017) Section does not provide an independent basis for broadening Missouri's personal jurisdiction to include suits unrelated to the foreign corporation's forum activities in the absence of other bases for general jurisdiction. Norfolk Southern Railway v. Dolan, 512 S.W.3d 41 (Mo.).
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.596 - Withdrawal of foreign corporation, procedure.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 1998
351.596. Withdrawal of foreign corporation, procedure. —
1. A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.
2. A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:
(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) That it is not transacting business in this state, and that it surrenders its authority to transact business in this state or that it will not be transacting business in this state because of a merger or dissolution and that it surrenders its authority to transact business in this state on a certain delayed effective date as provided for in subsection 2 of section 351.048;
(3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on him pursuant to subdivision (3) of this subsection; and
(5) A commitment to notify the secretary of state for a period of five years after the effective date of the withdrawal of any change in its mailing address.
3. After the withdrawal of the corporation is effective, service of process on the secretary of state pursuant to this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth pursuant to subsection 2 of this section.
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(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1998 S.B. 680)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.598 - Revocation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009
351.598. Revocation. —
The secretary of state may commence a proceeding pursuant to section 351.602 to revoke the certificate of a foreign corporation authorized to transact business in this state if:
(1) The foreign corporation does not deliver its corporate registration report to the secretary of state within thirty days after it is due;
(2) The foreign corporation fails to pay any final assessment of Missouri corporation franchise tax, as provided in chapter 147, and the director of revenue has notified the secretary of state of such failure;
(3) The foreign corporation is without a registered agent or registered office in this state for thirty days or more;
(4) The foreign corporation does not inform the secretary of state pursuant to section 351.588 or 351.592 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within thirty days of the change, resignation, or discontinuance;
(5) An incorporator, director, officer, or agent of the foreign corporation signed a document the person knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(6) The secretary of state receives a duly authenticated certificate from an official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger;
(7) The foreign corporation fails to pay any final assessment of employer withholding tax, as provided in sections 143.191 to 143.265, and the director of revenue has notified the secretary of state of such failure; or
(8) The foreign corporation fails to pay any final assessment of sales and use taxes, as provided in chapter 144, and the director of revenue has notified the secretary of state of such failure.
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(L. 1990 H.B. 1432, A.L. 1991 H.B. 219, A.L. 1999 H.B. 516, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 351 - General and Business Corporations › Section 351.602 - Procedure and effect of revocation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351
• Effective - 28 Aug 2009
351.602. Procedure and effect of revocation. —
1. If the secretary of state determines that one or more grounds exist under section 351.598 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination as provided in section 351.594.
2. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under section 351.594, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation as provided in section 351.594.
3. The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
4. The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent corporate registration report or in any subsequent communication received from the corporation specifically advising the secretary of state of the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
5. Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
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(L. 1990 H.B. 1432, A.L. 2009 H.B. 481)