reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.706 - Administrative dissolution, grounds.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2009
355.706. Administrative dissolution, grounds. —
The secretary of state may commence a proceeding under section 355.711 to administratively dissolve a corporation if:
(1) The corporation does not pay within thirty days after they are due fees or penalties imposed by this chapter;
(2) The corporation does not deliver its corporate registration report to the secretary of state within ninety days after it is due;
(3) The corporation is without a registered agent or registered office in this state for thirty days or more;
(4) 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;
(5) The corporation's period of duration, if any, stated in its articles of incorporation expires; or
(6) The corporation has procured its charter through fraud practiced upon the state.
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(L. 1994 H.B. 1095, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.711 - Procedure, effect of administrative dissolution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.711. Procedure, effect of administrative dissolution. —
1. Upon determining that one or more grounds exist under section 355.706 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under section 355.176.
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 at least sixty days after service of the notice is perfected under section 355.176, the secretary of state may administratively 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 355.176, and in the case of a public benefit corporation shall notify the attorney general in writing.
3. A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 355.691 and notify its claimants under sections 355.696 and 355.701.
4. The administrative dissolution of a corporation does not terminate the authority of its registered agent.
5. The corporate name is not available for use by others for a period of two years from the effective date of its administrative dissolution.
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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 355.716 - Reinstatement after administrative dissolution or forfeiture.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2005
355.716. Reinstatement after administrative dissolution or forfeiture. —
1. A corporation administratively dissolved under section 355.711 or forfeited after 1978 for failure to file an annual report may apply to the secretary of state for reinstatement. The application must:
(1) Recite the name of the corporation and the effective date of its administrative dissolution or forfeiture;
(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3) State that the corporation's name satisfies the requirements of section 355.146; and
(4) Contain a certificate from the director of revenue reciting that all taxes owed by the corporation have been paid if the corporation pays taxes.
2. If the secretary of state determines that the application contains the information required by subsection 1 of this section and that the information is correct, the secretary of state shall cancel the certificate of dissolution or forfeiture and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 355.176.
3. When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution or forfeiture and the corporation shall resume carrying on its activities as if the administrative dissolution or forfeiture had never occurred.
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(L. 1994 H.B. 1095, A.L. 1998 H.B. 1216 merged with S.B. 844, A.L. 2005 H.B. 630)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.721 - Appeal from denial of reinstatement.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.721. Appeal from denial of reinstatement. —
1. The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under section 355.176 with a written notice that explains the reason or reasons for denial.
2. The corporation may appeal the denial of reinstatement to the circuit court of Cole County within ninety days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.
3. The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.
4. The court's final decision may be appealed as in other civil proceedings.
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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 355.726 - Judicial dissolution.

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

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.731. Procedure, judicial dissolution. —
1. Venue for a proceeding by the attorney general to dissolve a corporation lies in Cole County. Venue for a proceeding brought by any other party named in section 355.726 lies in the county where a corporation's principal office, or, if none in this state, its registered office, is or was last located.
2. It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
3. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
4. A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the attorney general who may intervene.
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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 355.736 - Receivership — custodianship.

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

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.741. Decree of dissolution. —
1. If after a hearing the court determines that one or more grounds for judicial dissolution described in section 355.726 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
2. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 355.691 and the notification of its claimants in accordance with sections 355.696 and 355.701.
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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 355.746 - Assets of dissolved corporation — deposit with state treasurer.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.746. Assets of dissolved corporation — deposit with state treasurer. —
Assets of a dissolved corporation which should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the state treasurer for safekeeping; but, in the state treasurer's discretion property may be received and held in kind. When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the state treasurer shall deliver to the creditor, member or other person or his representative that amount or property.
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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 355.751 - Foreign corporation, certificate of authority — transportation of business.

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

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.756. Consequences of transacting business without certificate of authority. —
1. A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
2. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
3. A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
4. A foreign corporation is liable for a civil penalty of one hundred dollars for each day, but not to exceed a total of two thousand dollars for each year, it transacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this subsection.
5. Notwithstanding subsection 1 of this section and subsection 2 of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
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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 355.761 - Application for certificate of authority.

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

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.766. Amended certificate of authority. —
1. A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes:
(1) Its corporate name;
(2) The period of its duration; or
(3) The state or country of its incorporation.
2. The requirements of section 355.761 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
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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 355.771 - Effect of certificate of authority.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.771. Effect of certificate of authority. —
1. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state, subject, however, to the rights of the state to revoke the certificate as provided in this chapter.
2. A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
3. This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
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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 355.776 - Name of foreign corporation.

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

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.781. Registered office, agent of foreign corporation. —
Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
(1) A registered office with the same address as that of its registered agent; and
(2) A registered agent, who may be:
(a) An individual who resides in this state and whose office is identical with the registered office;
(b) A domestic business or nonprofit corporation whose office is identical with the registered office; or
(c) A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office.
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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 355.786 - Change of registered office, agent.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.786. Change of registered office, agent. —
1. A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1) Its name;
(2) The street address of its current registered office;
(3) If the current registered office is to be changed, the street address of its new registered office;
(4) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and
(5) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.
2. If a registered agent changes the street address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection 1 of this section and recites that the corporation has been notified of the change.
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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 355.791 - Resignation of registered agent, foreign corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.791. Resignation of registered agent, foreign corporation. —
1. The registered agent of a foreign corporation may resign as agent by signing and delivering to the secretary of state for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
2. The secretary of state shall immediately mail a copy to any officer of the corporation at his address as last known to the secretary of state, or the registered office.
3. The agency is terminated, and the registered office discontinued if so provided, on the thirtieth day after the date on which the statement was filed.
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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 355.796 - Service upon foreign corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2009
355.796. Service upon foreign corporation. —
1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
2. A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its more recent corporate registration report filed under section 355.856 if the foreign corporation:
(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;
(2) Has withdrawn from transacting business in this state under section 355.801; or
(3) Has had its certificate of authority revoked under section 355.811.
3. Service is perfected under subsection 2 of this section at the earliest of:
(1) The date the foreign corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark if mailed postpaid and correctly addressed.
4. This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
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(L. 1994 H.B. 1095, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.801 - Withdrawal of foreign corporation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.801. Withdrawal of foreign corporation. —
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;
(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 do business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on him under subdivision (3) of this subsection; and
(5) A commitment to notify the secretary of state in the future of any change in the mailing address.
3. After the withdrawal of the corporation is effective, service of process on the secretary of state under 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 post office address set forth in its application for withdrawal.
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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 355.806 - Revocation of certificate of authority, grounds.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2009
355.806. Revocation of certificate of authority, grounds. —
1. The secretary of state may commence a proceeding under section 355.811 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) The foreign corporation does not deliver the corporate registration report to the secretary of state within thirty days after it is due;
(2) The foreign corporation does not pay within thirty days after they are due any fees or penalties imposed by this chapter;
(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 under section 355.786 or 355.791 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 such 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 the secretary of state or other 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 disappeared as the result of a merger; or
(7) The corporation procured its certificate of authority through fraud practiced on the state.
2. The attorney general may commence a proceeding under section 355.811 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) The corporation would have been a public benefit corporation other than a church or convention or association of churches had it been incorporated in this state and that its corporate assets in this state are being misapplied or wasted; or
(3) The corporation would have been a public benefit corporation other than a church or convention or association of churches had it been incorporated in this state and it is no longer able to carry out its purposes.
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(L. 1994 H.B. 1095, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.811 - Procedure, effect of revocation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2009
355.811. Procedure, effect of revocation. —
1. The secretary of state upon determining that one or more grounds exist under section 355.806 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under section 355.796.
2. The attorney general upon determining that one or more grounds exist under subsection 2 of section 355.806 for revocation of a certificate of authority shall request the secretary of state to serve, and the secretary of state shall serve the foreign corporation with written notice of that determination under section 355.796.
3. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state or attorney general that each ground for revocation determined by the secretary of state or attorney general does not exist within sixty days after service of the notice is perfected under section 355.796, 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 under section 355.796.
4. 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.
5. 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 communications received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
6. 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. 1994 H.B. 1095, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.813 - Reinstatement after administrative revocation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 09 Jul 1998, see footnote
355.813. Reinstatement after administrative revocation. —
A foreign corporation administratively revoked under section 355.811 may apply to the secretary of state of reinstatement. The application shall:
(1) Recite the name of the foreign corporation and the effective date of its administrative revocation;
(2) State that the grounds for the administrative revocation did not exist or have been eliminated;
(3) State that the foreign corporation's name satisfies the requirements of section 355.776; and
(4) Contain a certificate from the director of revenue reciting that all taxes owed by the corporation have been paid if the corporation pays taxes.
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(L. 1994 H.B. 1095, A.L. 1998 H.B. 1216 merged with S.B. 844)
Effective 7-09-98
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.816 - Appeal from revocation.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.816. Appeal from revocation. —
1. A foreign corporation may appeal the secretary of state's revocation of its certificate of authority to the circuit court within thirty days after the service of the certificate of revocation is perfected under section 355.796. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.
2. The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.
3. The court's final decision may be appealed as in other civil proceedings.
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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 355.821 - Corporate records.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 28 Aug 2009
355.821. Corporate records. —
1. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by subsection 4 of section 355.406.
2. A corporation shall maintain appropriate accounting records.
3. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.
4. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
5. A corporation shall keep a copy of the following records at its principal office:
(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three years;
(5) All written communications to all members or any specific class of members generally within the past three years, including the financial statements furnished for the past three years under section 355.846;
(6) A list of the names and business or home addresses of its current directors and officers;
(7) Its most recent corporate registration report delivered to the secretary of state under section 355.856; and
(8) Appropriate financial statements of all income and expenses. Public benefit corporations shall not be required, under this chapter, to disclose any information with respect to donors, gifts, contributions or the purchase or sale of art objects.
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(L. 1994 H.B. 1095, A.L. 2009 H.B. 481)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 355 - Nonprofit Corporation Law › Section 355.831 - Scope of inspection right.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.831. Scope of inspection right. —
1. A member's or resident's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
2. The right to copy records under section 355.826 includes, if reasonable, the right to receive copies made by photographic, zerographic, or other means.
3. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member or resident. The charge may not exceed the estimated cost of production or reproduction of the records.
4. The corporation may comply with a member's demand to inspect the record of members under subdivision (3) of subsection 2 of section 355.826 by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
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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 355.836 - Court-ordered inspection.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.836. Court-ordered inspection. —
1. If a corporation does not allow a member or resident who complies with subsection 1 of section 355.826 to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the county where the corporation's principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member or resident.
2. If a corporation does not within a reasonable time allow a member or resident to inspect and copy any other record, the member or resident who complies with subsections 2 and 3 of section 355.826 may apply to the circuit court in the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
3. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's or resident's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection for good cause.
4. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member or resident.
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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 355.841 - Use of membership lists.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.841. Use of membership lists. —
Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2) Used for any commercial purpose; or
(3) Sold to or purchased by any person.
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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 355.846 - Furnishing of financial statements.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
• Effective - 01 Jul 1995, see footnote
355.846. Furnishing of financial statements. —
1. Except as provided in the articles or bylaws of a public benefit corporation which is a church or convention or association of churches, a corporation upon written demand from a member or resident shall furnish that member or resident its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
2. If annual financial statements are reported upon by a certified public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:
(1) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
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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 355.851 - Report of indemnification or advance.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 355
Effective - 01 Jul 1995, see footnote
355.851. Report of indemnification or advance. —
If a corporation indemnifies or advances expenses to a director under sections 355.461 to 355.501 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.
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(L. 1994 H.B. 1095)
Effective 7-01-95