351.574. Consequences of transacting business without authority.

MISSOURI STATUTES AND CODES

351.574. Consequences of transacting business without authority.

Consequences of transacting business without authority.

351.574. 1. A foreign corporation transacting business inthis state without a certificate of authority may not maintain aproceeding in any court in this state until it obtains acertificate of authority.

2. The successor to a foreign corporation that transactedbusiness in this state without a certificate of authority andthe assignee of a cause of action rising out of that businessmay not maintain a proceeding based on that cause of action inany court in this state until the foreign corporation or itssuccessor obtains a certificate of authority.

3. A court may stay a proceeding commenced by a foreigncorporation, its successor, or assignee until it determineswhether the foreign corporation or its successor requires acertificate of authority. If it so determines, the court mayfurther stay the proceeding until the foreign corporation or itssuccessor obtains the certificate.

4. Every foreign corporation now doing business in or whichmay hereafter do business in this state without a certificate ofauthority shall be subject to a fine of not less than onethousand dollars to be recovered before any court of competentjurisdiction; and it is hereby made the duty of the secretary ofstate immediately after August first, of each year, and as oftenthereafter as he may be advised that corporations are doingbusiness in contravention of sections 351.572 to 351.604, toreport the fact to the prosecuting attorney of any city orcounty in which the corporation is doing business, and theprosecuting attorney shall, as soon thereafter as ispracticable, institute proceedings to recover the fine hereinprovided for, which shall go into the school moneys fund asprovided by law; in addition to which penalty, no foreigncorporation, failing to comply with this chapter, can maintainany suit or action, either legal or equitable, in any of thecourts of this state, upon any demand, whether arising out ofcontract or* tort, while the requirements of sections 351.572 to351.604 have not been complied with.

5. Notwithstanding subsections 1 and 2 of this section, thefailure of a foreign corporation to obtain a certificate ofauthority does not impair the validity of its corporate acts orprevent it from defending any proceeding in this state.