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)
Structure Missouri Revised Statutes
Title XXIII - Corporations, Associations and Partnerships
Chapter 355 - Nonprofit Corporation Law
Section 355.001 - Citation of law.
Section 355.011 - Filing requirements.
Section 355.020 - Corporations subject to law — acceptance of law, procedure.
Section 355.023 - Additional fee — expiration date.
Section 355.025 - Purposes for which organized.
Section 355.026 - Effective date of documents.
Section 355.031 - Correction of filed documents.
Section 355.036 - Filing duty of secretary of state — refusal — effect.
Section 355.041 - Mandamus action to compel filing.
Section 355.046 - Evidentiary effect of certificate.
Section 355.051 - Certificate of existence.
Section 355.056 - False document — penalty.
Section 355.061 - Power of secretary of state.
Section 355.066 - Definitions.
Section 355.071 - Notice — form — requirements.
Section 355.076 - Private foundations.
Section 355.081 - Court-ordered meetings.
Section 355.086 - Notice to attorney general, requirement.
Section 355.096 - Articles of incorporation — contents.
Section 355.101 - Corporate existence begins, when.
Section 355.106 - Liability for preincorporation actions.
Section 355.111 - Organizational meeting.
Section 355.121 - Emergency bylaws and powers.
Section 355.131 - Duration, succession — general powers.
Section 355.136 - Emergency powers.
Section 355.141 - Power to act — challenge.
Section 355.146 - Corporate name requirements.
Section 355.151 - Reservation of name.
Section 355.161 - Registered office and agent.
Section 355.166 - Change of registered office or agent.
Section 355.171 - Resignation of registered agent.
Section 355.186 - Member's rights, obligations.
Section 355.191 - Membership transfer restricted, when.
Section 355.196 - Merger of domestic corporation.
Section 355.197 - Member's liabilities.
Section 355.201 - Creditor action against member.
Section 355.206 - Resignation of member.
Section 355.211 - Expulsion, suspension, termination of member — procedure.
Section 355.216 - Purchase of membership, restrictions.
Section 355.221 - Derivative suit — proceeding brought in the right of corporation.
Section 355.229 - Applicability of law.
Section 355.231 - Annual, regular meetings.
Section 355.236 - Special meetings.
Section 355.241 - Court-ordered meeting, grounds.
Section 355.246 - Action by written consent.
Section 355.251 - Notice of meeting.
Section 355.256 - Waiver of notice.
Section 355.261 - Manner of determining member's eligibility to notice, vote.
Section 355.266 - Action by written ballot.
Section 355.271 - List of members.
Section 355.276 - Number of votes per member.
Section 355.281 - Quorum requirement.
Section 355.286 - Votes of majority of quorum, effect.
Section 355.296 - Cumulative voting.
Section 355.301 - Alternative methods of electing directors.
Section 355.306 - Corporation's acceptance of vote, effect.
Section 355.316 - Requirement for, duties of board — name of board, permissible alternatives.
Section 355.321 - Directors' qualifications.
Section 355.326 - Election, designation of members.
Section 355.331 - Terms of directors, generally.
Section 355.336 - Staggered terms of directors.
Section 355.341 - Resignation of directors.
Section 355.346 - Removal of directors.
Section 355.351 - Removal of appointed directors.
Section 355.356 - Removal of director by court.
Section 355.361 - Vacancy on board.
Section 355.366 - Compensation of directors.
Section 355.376 - Regular and special meetings.
Section 355.381 - Action without meeting.
Section 355.386 - Call and notice of meetings.
Section 355.391 - Waiver of notice.
Section 355.401 - Quorum and voting.
Section 355.406 - Committees of the board.
Section 355.416 - Director's conflict of interest.
Section 355.421 - Loans, guarantees for directors, officers.
Section 355.426 - Liability for unlawful distribution.
Section 355.431 - Required officers.
Section 355.446 - Resignation, removal of officers.
Section 355.451 - Officer's contract rights.
Section 355.456 - Execution of contracts by officers.
Section 355.461 - Indemnification — definitions.
Section 355.471 - Indemnification of directors.
Section 355.476 - Indemnification of other persons.
Section 355.495 - Powers of general assembly.
Section 355.500 - Corporations organized under chapter 352 to continue.
Section 355.501 - Validity of indemnification, advance for expenses.
Section 355.551 - Amendment of articles.
Section 355.556 - Amendment of articles without member approval.
Section 355.561 - Amendment to articles by board or members.
Section 355.566 - Class voting by members on amendments.
Section 355.571 - Articles of amendment, delivery.
Section 355.576 - Restatement of articles of incorporation.
Section 355.581 - Amendment pursuant to judicial reorganization.
Section 355.586 - Effect of amendment.
Section 355.591 - Amendment by incorporators, directors.
Section 355.596 - Amendment by directors and members.
Section 355.601 - Class voting by members on amendments.
Section 355.606 - Approval of amendments.
Section 355.611 - Amendment terminating members or classes.
Section 355.616 - Plan of merger, approval.
Section 355.621 - Limitations upon mergers, certain companies.
Section 355.626 - Approval of plan of merger.
Section 355.631 - Articles of merger.
Section 355.636 - Effect of merger.
Section 355.641 - Merger with foreign corporation.
Section 355.646 - Donations inure to surviving corporation.
Section 355.651 - Sale, encumbrance of property.
Section 355.656 - Approval required, certain transactions.
Section 355.661 - Prohibited and authorized distributions.
Section 355.666 - Dissolution, articles of, notice, plan.
Section 355.671 - Authorization, approval of dissolution.
Section 355.676 - Dissolution of public benefit corporation.
Section 355.681 - Articles of dissolution, contents.
Section 355.686 - Revocation of dissolution.
Section 355.688 - Duty to continue report, tax payments.
Section 355.691 - Effect of dissolution.
Section 355.696 - Claims against dissolved corporation.
Section 355.701 - Notice of dissolution — unknown claims.
Section 355.702 - Claims for which corporation will indemnify.
Section 355.703 - Articles of termination, contents.
Section 355.706 - Administrative dissolution, grounds.
Section 355.711 - Procedure, effect of administrative dissolution.
Section 355.716 - Reinstatement after administrative dissolution or forfeiture.
Section 355.721 - Appeal from denial of reinstatement.
Section 355.726 - Judicial dissolution.
Section 355.731 - Procedure, judicial dissolution.
Section 355.736 - Receivership — custodianship.
Section 355.741 - Decree of dissolution.
Section 355.746 - Assets of dissolved corporation — deposit with state treasurer.
Section 355.751 - Foreign corporation, certificate of authority — transportation of business.
Section 355.756 - Consequences of transacting business without certificate of authority.
Section 355.761 - Application for certificate of authority.
Section 355.766 - Amended certificate of authority.
Section 355.771 - Effect of certificate of authority.
Section 355.776 - Name of foreign corporation.
Section 355.781 - Registered office, agent of foreign corporation.
Section 355.786 - Change of registered office, agent.
Section 355.791 - Resignation of registered agent, foreign corporation.
Section 355.796 - Service upon foreign corporation.
Section 355.801 - Withdrawal of foreign corporation.
Section 355.806 - Revocation of certificate of authority, grounds.
Section 355.811 - Procedure, effect of revocation.
Section 355.813 - Reinstatement after administrative revocation.
Section 355.816 - Appeal from revocation.
Section 355.821 - Corporate records.
Section 355.826 - Member's inspection of records.
Section 355.831 - Scope of inspection right.
Section 355.836 - Court-ordered inspection.
Section 355.841 - Use of membership lists.
Section 355.846 - Furnishing of financial statements.
Section 355.851 - Report of indemnification or advance.
Section 355.856 - Corporate registration report.
Section 355.857 - Option of biennial filing of corporate registration reports.
Section 355.866 - Existing authorized foreign corporations.
Section 355.871 - Repeal of chapter 355 in 1994, effects.
Section 355.881 - Designation of public, mutual benefit corporations.