Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

356.011. Citation of law. — Sections 356.011 to 356.261 may be cited as "The Professional Corporation Law of Missouri". ­­-------- (L. 1986 H.B. 1230)

356.012. Filing of statement or document represents belief that statements are true and correct. — Any statement or document filed under this chapter represents that the signer believes the statements are true and correct to the best knowledge and belief of the person signing, su…

356.021. Definitions. — As used in sections 356.011 to 356.261 unless the context otherwise requires, the following terms shall mean: (1) "Disqualified person", any natural person, corporation, partnership, limited liability company, fiduciary, trust, association, governmental ag…

356.031. General and business corporation law applicable — exceptions. — The general and business corporation law of Missouri, chapter 351, shall be applicable to a professional corporation organized pursuant to sections 356.011 to 356.261, and to the extent chapter 351 relates t…

356.041. Incorporators — articles of incorporation, amendments — licensing authorities to issue certificates, promulgation of rules setting fees. — 1. One or more natural persons, each of whom is licensed to render the same type of professional service within this state, may inco…

356.051. Purposes. — Professional corporations may be incorporated for the purpose of rendering one or more types of professional service, and services ancillary thereto, and in addition, for any purpose or purposes for which corporations may be organized under the general and bu…

356.061. Powers. — 1. A professional corporation shall have the powers enumerated in the general business and corporation law of Missouri, chapter 351; except that, a professional corporation may: (1) Invest its funds in real estate, mortgages, stocks, bonds or any other type of …

356.071. Regulating name of corporation. — The name of a professional corporation or of a foreign professional corporation authorized to transact business in this state shall: (1) Contain the words "Professional Corporation" or the abbreviation "P.C." and the corporation shall id…

356.081. Corporation may render professional services, how. — A professional corporation or foreign professional corporation may render a professional service in this state only through natural persons permitted to render such service in this state; but nothing in sections 356.01…

356.091. Directors and officers, who may be. — All of the directors of a professional corporation and all of the officers of a professional corporation other than the secretary shall be qualified persons with respect to the professional corporation. ­­-------- (L. 1986 H.B. 1230)…

356.101. Corporation may purchase own shares, when. — A professional corporation may purchase its own shares from a disqualified person even though its net assets are less than its stated capital, or even when by so doing its net assets would be reduced below its stated capital. …

356.111. Shares, who may hold, transferred how. — 1. A professional corporation may issue shares, fractional shares, rights or options to purchase shares, and other securities only to the following: (1) Natural persons who are authorized by law in this state, or in any other stat…

356.121. Proxies and voting trusts, valid when. — No proxy for voting shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees…

356.131. Securities law not applicable, exception. — The Missouri uniform securities law, chapter 409, shall not be applicable to nor govern any transaction relating to any securities of a professional corporation or a foreign professional corporation; except that, the antifraud …

356.141. Disqualifying event, corporation may purchase its own shares, procedure. — 1. Upon the death of a shareholder in a professional corporation, or if a shareholder in a professional corporation becomes a disqualified person, or if shares of a professional corporation are tr…

356.151. Disqualifying event, effect. — Upon the occurrence of any event that causes any shareholder of a professional corporation to become a disqualified person, the shareholder shall not be entitled to hold any office or be a director in the corporation, render any professiona…

356.161. Rights and obligations of unqualified persons acquiring shares by foreclosure. — If any shares of stock in a professional corporation are acquired by any person who is a disqualified person in foreclosure of a pledge or otherwise, the then owner of the shares shall hold …

356.171. Liability for negligent or wrongful acts or omissions. — 1. Every individual who renders a professional service as an employee of a professional corporation or a foreign professional corporation shall be liable for any negligent or wrongful act or omission in which he or…

356.181. Privileged communications. — Any privilege applicable to communications between a person rendering professional services and the person receiving such services recognized under the laws of this state, whether statutory or deriving from common law, shall remain inviolate …

356.191. Law not to be construed to restrict licensing authorities — additional rules. — Nothing in sections 356.011 to 356.261 shall restrict or limit in any manner the authority and duty of any licensing authority for the licensing of individual persons rendering any profession…

356.201. Election to function as general and business corporation — how made — dissenting shareholder's rights. — 1. Subject to the restrictions of applicable licensing authorities a professional corporation may elect, at any time, upon the vote of the owners of a majority of the…

356.211. Registration report — filed when, contents — form — fee — penalties for failure to file or making false declarations. — 1. Each professional corporation and each foreign professional corporation shall file with the secretary of state a corporate registration report pursu…

356.221. Merger or consolidation with another corporation, when. — 1. A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporat…

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 sha…

356.233. Additional fee — expiration date. — The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary …

356.241. Foreign professional corporations, application for certificate of authority, contents. — The application of a foreign professional corporation for a certificate of authority for the purpose of rendering professional services in this state shall include a statement that a…

356.251. Forfeiture of corporate rights, when — duties of licensing authority. — The certificate of incorporation of a professional corporation or the certificate of authority of a foreign professional corporation may be forfeited by the secretary of state if the corporation fail…

356.261. Application of law. — On and after August 13, 1986, the provisions of sections 356.011 to 356.261 shall apply in full to all corporations previously subject to any law which was a predecessor to sections 356.011 to 356.261. ­­-------- (L. 1986 H.B. 1230)