Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

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 cou…

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 …

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 subje…

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 const…

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…

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 corporatio…

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 …

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 forei…

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 …

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, …

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) T…

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 s…

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…

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…

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…

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…

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…

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 co…

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 …

355.826. Member's inspection of records. — 1. Subject to subsection 3 of section 355.831, a member, or resident of a class of residents who have paid into the corporation for services or other charges over fifty percent of the corporation's operating expenses, is entitled to insp…

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 m…

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 cor…

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…

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 resi…

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…

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 b…

355.857. Option of biennial filing of corporate registration reports. — 1. Notwithstanding the provisions of section 355.856 to the contrary, beginning January 1, 2010, the secretary of state may provide corporations the option of biennially filing corporate registration reports.…

355.866. Existing authorized foreign corporations. — A foreign corporation authorized to transact business in this state on July 1, 1995, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. ­­-------- (L…

355.871. Repeal of chapter 355 in 1994, effects. — 1. The repeal of former chapter 355 does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or in…

355.881. Designation of public, mutual benefit corporations. — On July 1, 1995, each domestic corporation existing on that date that is or becomes subject to this chapter shall be designated as a public benefit or mutual benefit corporation as follows: (1) Any corporation designa…

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…