356.231. Certificates of authority, required, exceptions--foreign corporations may be granted certificates of authority, requirements. - Missouri Statutes

Certificates of authority, required, exceptions--foreigncorporations may be granted certificates of authority,requirements.

356.231. 1. No foreign professional corporation shall havethe right to transact business of providing professional servicesin this state until it shall have procured a certificate ofauthority to do so from the secretary of state. However, no suchcorporation shall be required to obtain a certificate ofauthority to transact business in this state solely because itconducts any of the following activities in this state:

(1) Maintaining or defending any action or suit or anyadministrative or arbitration proceeding directly involving thecorporation, or effecting the settlement thereof or thesettlement of claims or disputes;

(2) Holding meetings of its directors or shareholders orcarrying on other activities concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Borrowing money or creating evidences of debt, mortgageor lien on or other security interest in real or personalproperty;

(5) Securing or collecting debts or enforcing any rights inproperty securing the same;

(6) Conducting an isolated transaction that is not repeatedon any type of recurring or regular basis.

2. A foreign professional corporation shall be entitled toprocure from the secretary of state a certificate of authority totransact business in this state only if:

(1) The name of the corporation meets the requirements ofsections 356.011 to 356.261;

(2) The corporation is organized only for purposes for whicha professional corporation organized under sections 356.011 to356.261 may be organized; and

(3) All the shareholders, at least a majority of thedirectors and all the officers other than the secretary andtreasurer of the corporation are qualified persons with respectto the corporation.

(L. 1986 H.B. 1230)