355.756. Consequences of transacting business without certificate of authority. - Missouri Statutes

Consequences of transacting business without certificate ofauthority.

355.756. 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 and theassignee of a cause of action arising out of that business maynot maintain a proceeding on that cause of action in any court inthis state until the foreign corporation or its successor obtainsa 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. A foreign corporation is liable for a civil penalty ofone hundred dollars for each day, but not to exceed a total oftwo thousand dollars for each year, it transacts business in thisstate without a certificate of authority. The attorney generalmay collect all penalties due under this subsection.

5. Notwithstanding subsection 1 of this section andsubsection 2 of this section, the failure of a foreigncorporation to obtain a certificate of authority does not impairthe validity of its corporate acts or prevent it from defendingany proceeding in this state.

(L. 1994 H.B. 1095)

Effective 7-1-95