Effective - 28 Aug 1986
356.231. Certificates of authority, required, exceptions — foreign corporations may be granted certificates of authority, requirements. — 1. No foreign professional corporation shall have the right to transact business of providing professional services in this state until it shall have procured a certificate of authority to do so from the secretary of state. However, no such corporation shall be required to obtain a certificate of authority to transact business in this state solely because it conducts any of the following activities in this state:
(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding directly involving the corporation, or effecting the settlement thereof or the settlement of claims or disputes;
(2) Holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Borrowing money or creating evidences of debt, mortgage or lien on or other security interest in real or personal property;
(5) Securing or collecting debts or enforcing any rights in property securing the same;
(6) Conducting an isolated transaction that is not repeated on any type of recurring or regular basis.
2. A foreign professional corporation shall be entitled to procure from the secretary of state a certificate of authority to transact business in this state only if:
(1) The name of the corporation meets the requirements of sections 356.011 to 356.261;
(2) The corporation is organized only for purposes for which a professional corporation organized under sections 356.011 to 356.261 may be organized; and
(3) All the shareholders, at least a majority of the directors and all the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.
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(L. 1986 H.B. 1230)
Structure Missouri Revised Statutes
Title XXIII - Corporations, Associations and Partnerships
Chapter 356 - Professional Corporations
Section 356.011 - Citation of law.
Section 356.021 - Definitions.
Section 356.031 - General and business corporation law applicable — exceptions.
Section 356.071 - Regulating name of corporation.
Section 356.081 - Corporation may render professional services, how.
Section 356.091 - Directors and officers, who may be.
Section 356.101 - Corporation may purchase own shares, when.
Section 356.111 - Shares, who may hold, transferred how.
Section 356.121 - Proxies and voting trusts, valid when.
Section 356.131 - Securities law not applicable, exception.
Section 356.141 - Disqualifying event, corporation may purchase its own shares, procedure.
Section 356.151 - Disqualifying event, effect.
Section 356.161 - Rights and obligations of unqualified persons acquiring shares by foreclosure.
Section 356.171 - Liability for negligent or wrongful acts or omissions.
Section 356.181 - Privileged communications.
Section 356.191 - Law not to be construed to restrict licensing authorities — additional rules.
Section 356.221 - Merger or consolidation with another corporation, when.
Section 356.233 - Additional fee — expiration date.
Section 356.251 - Forfeiture of corporate rights, when — duties of licensing authority.