Missouri Revised Statutes
Chapter 355 - Nonprofit Corporation Law
Section 355.856 - Corporate registration report.

Effective - 28 Aug 2009
355.856. Corporate registration report. — 1. Each domestic corporation, and each foreign corporation authorized pursuant to this chapter to transact business in this state, shall file with the secretary of state a corporate registration report on a form prescribed and furnished by the secretary of state that sets forth:
(1) The name of the corporation and the state or country under whose law it is incorporated;
(2) The address of its registered office and the name of its registered agent at the office in this state;
(3) The address of its principal office;
(4) The names and physical business or residence addresses of its directors and principal officers.
2. The information in the corporate registration report must be current on the date the corporate registration report is executed on behalf of the corporation.
3. The initial corporate registration report must be delivered to the secretary of state no later than August thirty-first of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent corporate registration reports must be delivered to the secretary of state no later than August thirty-first of the following calendar years, except as provided in section 355.857. If a corporate registration report is not filed within the time limits prescribed by this section, the secretary of state shall not accept the report unless it is accompanied by a fifteen dollar fee. Failure to file the registration report as required by this section will result in the administrative dissolution of the corporation as set forth in section 355.706.
4. If a corporate registration report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction.
5. A corporation may change the corporation's registered office or registered agent with the filing of the corporation's registration report. To change the corporation's registered agent with the filing of the registration report, the corporation must include the new registered agent's written consent to the appointment as registered agent and a written consent stating that such change in registered agents was authorized by resolution duly adopted by the board of directors. The written consent must be signed by the new registered agent and must include such agent's address. If the corporate registration report is not completed correctly, the secretary of state may reject the filing of such report.
6. A corporation's corporate registration report must be filed in a format and medium prescribed by the secretary of state.
7. The corporate registration report shall be signed by an officer or authorized person and pursuant to this section represents that the signer believes the statements are true and correct to the best knowledge and belief of the person signing, subject to the penalties of section 575.040.
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(L. 1994 H.B. 1095, A.L. 2002 S.B. 895, A.L. 2003 H.B. 600, A.L. 2009 H.B. 481)

Structure Missouri Revised Statutes

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 355.016 - Forms.

Section 355.020 - Corporations subject to law — acceptance of law, procedure.

Section 355.021 - Fees.

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 355.116 - Bylaws.

Section 355.121 - Emergency bylaws and powers.

Section 355.126 - Purpose.

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 355.176 - Service.

Section 355.181 - Members.

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 355.226 - Delegates.

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 355.291 - Proxy vote.

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 355.496 - Insurance.

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.