Missouri Revised Statutes

Chapter 356
Professional Corporations

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Citation of law.

356.011. Sections 356.011 to 356.261 may be cited as "The Professional Corporation Law of Missouri".

(L. 1986 H.B. 1230)

Filing of statement or document represents belief that statementsare true and correct.

356.012. 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, subject to the penalties provided under section 575.040.

(L. 2004 H.B. 1664)

Definitions.

356.021. 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 agency or other entity that for any reason is or becomes ineligible under sections 356.011 to 356.261 to own shares issued by a professional corporation;

(2) "Foreign professional corporation", a corporation organized for the purpose of rendering professional services under a law other than the law of this state;

(3) "Licensing authority", the officer, board, agency, court or other authority in this state that has the power under applicable law to issue a license or other legal authorization to render a professional service;

(4) "Professional corporation", a corporation for profit subject to the provisions of sections 356.011 to 356.261, except a foreign professional corporation;

(5) "Professional service" and "professional services":

(a) Any service that lawfully may be rendered only by persons licensed under the provisions of a licensing law of this state and that also may not lawfully be rendered by a corporation organized under the general and business corporation law of Missouri, chapter 351; and

(b) Practiced by the following professionals, each subparagraph constituting one type:

a. An accountant;

b. An architect or engineer;

c. An attorney at law;

d. A chiropodist-podiatrist;

e. A chiropractor;

f. A dentist;

g. An optometrist;

h. A physician, surgeon, doctor of medicine or doctor of osteopathy;

i. A psychologist;

j. A veterinarian;

k. A registered nurse;

l. Any natural person licensed as a real estate salesperson;

m. A physical therapist;

(6) "Qualified person", a natural person, general partnership, limited liability company, professional corporation, or foreign corporation that is eligible under sections 356.011 to 356.261 to own shares issued by a professional corporation not otherwise restricted, the probate estate of a qualified person or a grantor of a declaration in trust who is a natural person eligible to own shares issued by a professional corporation; and, all trustees of the trust that are eligible to own shares issued by a professional corporation; except that all qualified persons defined in this subdivision that are eligible to own shares issued by a professional corporation shall offer, unless otherwise provided in writing, the professional corporation an option to redeem such shares. The probate estate, the trustee, or a successor trustee of a qualified person who is not otherwise authorized to own shares issued by a professional corporation shall be deemed a qualified person where the stock or assets of such professional corporation are owned by the qualified person.

(L. 1986 H.B. 1230, A.L. 1988 H.B. 1178, A.L. 1991 H.B. 219, A.L. 1993 S.B. 66 & 20)

Effective 12-1-93

General and business corporation law applicable--exceptions.

356.031. 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 to foreign corporations generally, chapter 351 shall be applicable to a foreign professional corporation subject to sections 356.011 to 356.261. All provisions of chapter 351 relating to the administration, enforcement, interpretation or amendment of chapter 351 shall be applicable to sections 356.011 to 356.261; except that, in all cases in which the provisions of sections 356.011 to 356.261 are contrary or inconsistent to the provisions of chapter 351, the provisions of sections 356.011 to 356.261 shall take precedence over such provisions of chapter 351. The provisions of sections 356.011 to 356.261 shall take precedence over any law that prohibits a corporation from rendering any type of professional service.

(L. 1986 H.B. 1230)

Incorporators--articles of incorporation, amendments--licensingauthorities to issue certificates, promulgation of rules settingfees.

356.041. 1. One or more natural persons, each of whom is licensed to render the same type of professional service within this state, may incorporate a professional corporation to practice that same type of professional service by filing articles of incorporation with the secretary of state; except that, if more than one type of professional service is permitted to be practiced by the professional corporation pursuant to the provisions of sections 356.011 to 356.261, then one or more natural persons so licensed to practice any of the permitted professional services may act as incorporators, and the professional corporation may be incorporated to practice all of the professional services permitted to be practiced by one professional corporation.

2. The articles of incorporation shall set forth as its purpose the type or types of professional service to be practiced through the professional corporation; shall state the street address of its initial principal place of business, if any; and shall otherwise meet the requirements of chapter 351. A certificate by the licensing authority of the profession, or of each of the professions involved if more than one profession is to be practiced, shall be filed in the office of the secretary of state prior to issuance of the articles of incorporation, which certificate or certificates shall state that each of the incorporators is duly licensed in this state to practice a professional service for which the corporation is organized to practice, that at least one incorporator is licensed in this state to practice each professional service for which the corporation is organized to practice; if applicable, that the professional services for which the corporation is organized to practice are permitted to be practiced together in one corporate entity by the licensing authority of each such professional service; and that the proposed corporate name has been approved by each such licensing authority if required by the rules or regulations of the licensing authority.

3. Any amendment to the articles of incorporation of a professional corporation that changes the corporate name of the corporation shall be accompanied by, and the certificate of amendment shall make reference to, the attachment of a certificate by the licensing authority of the profession, or of each of the professions involved if more than one profession is to be practiced, approving the change of corporate name and the use of the new corporate name by the professional corporation, in addition to fulfilling all other requirements for the amendment to articles of incorporation stated in chapter 351.

4. Each licensing authority is hereby authorized to promulgate rules that set reasonable fees for the issuance of the certificate that is required pursuant to this section.

(L. 1986 H.B. 1230)

Purposes.

356.051. 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 business corporation law of Missouri, chapter 351, to the extent that such combination of professional services or of professional services and business purposes is expressly permitted by the licensing authorities that regulate each of such professions. Except to the extent that such a combination is permitted by such licensing authorities, a professional corporation may be organized under sections 356.011 to 356.261 only for the purpose of rendering a single type of professional service and services ancillary thereto.

(L. 1986 H.B. 1230)

Powers.

356.061. 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 investment, but only so long as that investment does not violate or is not inconsistent with subsection 2 of this section; and

(2) Be a promoter, general partner, stockholder, member, associate or manager only of a partnership, joint venture, professional corporation, foreign professional corporation, trust or other enterprise that is engaged only in:

(a) Rendering a professional service that is authorized to practice under its articles of incorporation; or

(b) Carrying on business permitted by the articles of incorporation of the professional corporation or in providing services ancillary thereto.

2. A professional corporation shall not engage in any profession or business other than the professions or businesses permitted by its articles of incorporation.

(L. 1986 H.B. 1230)

Regulating name of corporation.

356.071. 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 identify itself with such designation in the course of rendering any professional service;

(2) Not contain any word or phrase that indicates or implies that it is organized for any purpose other than the purposes contained in its articles of incorporation;

(3) Be distinguishable from (as the preceding standards may be defined at the time of incorporation or qualification in or under the general and business corporation law of Missouri, chapter 351) the name of any domestic corporation existing under the laws of this state or any foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at such time, reserved in the manner provided in the general and business corporation law of Missouri, chapter 351, the not-for-profit corporation law, chapter 355, the uniform limited partnership law, chapter 359, the uniform partnership law relating to registered limited liability partnerships and limited liability limited partnerships, chapter 358, or the limited liability company act, chapter 347, or the name of an entity that has in effect a registration of its corporate name under either chapter 347, 351, 355, 358, or 359, or any other business entity organized, reserved, or registered under the laws of this state; except that, this provision shall not apply if:

(a) Such similarity results from the use in the corporate name of the professional corporation or foreign professional corporation personal names of its shareholders or former shareholders; or

(b) The applicant files with the secretary of state either of the following:

a. If the name is the same, a change whereby a word is added to make such name distinguishable from the name of such other corporation, limited partnership or limited liability company; or

b. A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state; and

(4) Otherwise conform to any rule promulgated by any licensing authority having jurisdiction over a professional service described in the articles of incorporation of such corporation.

(L. 1986 H.B. 1230, A.L. 1993 S.B. 66 & 20, A.L. 2004 H.B. 1664)

Corporation may render professional services, how.

356.081. 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 356.011 to 356.261 shall be construed to require that any person who is employed by a professional corporation or foreign professional corporation be licensed to perform services for which no license is otherwise required or to prohibit the rendering of a professional service by a licensed natural person acting in his individual capacity, notwithstanding such person may be a shareholder, director, officer, employee or agent of a professional corporation or foreign professional corporation.

(L. 1986 H.B. 1230)

Directors and officers, who may be.

356.091. 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)

Corporation may purchase own shares, when.

356.101. 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.

(L. 1986 H.B. 1230)

Shares, who may hold, transferred how.

356.111. 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 state or territory of the United States or the District of Columbia, to render a professional service permitted by the articles of incorporation of the corporation, and trustees, in trust, of revocable trust agreements, of which the trustee is a natural person who is authorized by the law of this state, or any other state or territory of the United States or the District of Columbia, to render a professional service permitted by the articles of incorporation of the corporation, and provided, that the trustee is also the settlor and beneficiary of the trust during his lifetime and that all trustees of the trust, if there are multiple trustees, are authorized by any such state to render a professional service permitted by the articles of incorporation;

(2) General partnerships in which all of the partners are licensed in one of the states or territories of the United States of America to practice a professional service permitted by the articles of incorporation of the professional corporation and in which at least one partner is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation;

(3) Professional corporations or foreign professional corporations authorized by law in this state to render a professional service permitted by the articles of incorporation of the corporation;

(4) Limited liability companies in which all of the members are licensed in one of the states or territories of the United States of America to practice a professional service permitted by the articles of incorporation of the professional corporation and in which at least one member is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation.

2. Where deemed necessary by the licensing authority for any profession in order to prevent violations of the ethical standards of such profession, the licensing authority may by rule further restrict, condition or abridge the authority of a professional corporation to issue shares, but no such rule shall, of itself, have the effect of causing a shareholder of a professional corporation at the time such rule becomes effective to become a disqualified person. All shares issued in violation of this section or any rule adopted under this section shall be void.

3. A shareholder of a professional corporation may transfer or pledge shares, fractional shares and rights or options to purchase shares of the corporation only to natural persons, general partnerships, trustees, in trust, of certain revocable trust agreements as described in subdivision (1) of subsection 1 of this section, and professional corporations or foreign professional corporations qualified under sections 356.011 to 356.261 to hold shares issued directly to them by such professional corporation. Any transfer of shares in violation of this subsection shall be void; except that, nothing contained in this subsection shall prohibit the transfer of shares of a professional corporation by operation of law or court decree.

4. Every certificate representing shares of stock of a professional corporation shall state conspicuously upon its face that the shares represented thereby are subject to restrictions on transfer imposed by sections 356.011 to 356.261 and are subject to such further restrictions on transfer as may be imposed from time to time pursuant to sections 356.011 to 356.261 by any licensing authority governing the practice of a professional service permitted by the articles of incorporation of the corporation.

(L. 1986 H.B. 1230, A.L. 1991 H.B. 219, A.L. 1993 S.B. 66 & 20)

Effective 12-1-93

Proxies and voting trusts, valid when.

356.121. 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 and beneficiaries thereof are qualified persons; except that, a voting trust may be validly continued for a period of six months after the death of a deceased beneficiary or for a period of six months after a beneficiary has become a disqualified person.

(L. 1986 H.B. 1230)

Securities law not applicable, exception.

356.131. 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 provisions of section 409.101, or any successor law to section 409.101, and the procedural, enforcement, remedy and penalty provisions of chapter 409 relating thereto, shall be fully applicable to the transfer of securities issued by a professional corporation or a foreign professional corporation if such provisions would otherwise be applicable to such transfers.

(L. 1986 H.B. 1230)

Disqualifying event, corporation may purchase its own shares,procedure.

356.141. 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 transferred by operation of law or court decree to a disqualified person, then the shares of such deceased shareholder or of such disqualified person may be transferred to a qualified person and, if not so transferred, shall be purchased or redeemed by the corporation to the extent of funds that may be legally made available for such purchase under sections 356.011 to 356.261, according to the procedures set forth in this section.

2. The articles of incorporation or bylaws of the professional corporation may establish a price for or may authorize a procedure to set the price and the terms of purchase of the shares of a deceased shareholder or disqualified person. The professional corporation, and one or more shareholders therein, also may agree on a price for or a procedure to set the price and the terms of purchase of the shares of a deceased shareholder or a disqualified person by a private agreement in writing, which agreement shall be binding only on the corporation and the agreeing shareholders. If the articles of incorporation or bylaws do not provide a procedure to set the price and the terms of purchase of shares of a deceased shareholder or disqualified person and if no such private written agreement is in effect as to that shareholder or disqualified person, then at any time after such death, disqualification or transfer, the professional corporation and the personal representative of the estate of a deceased shareholder or the shareholder or transferee may agree as to the price and the terms of purchase of the shares of the deceased shareholder or disqualified person. If such a price is so agreed upon, payment therefor shall be made by the professional corporation within thirty days, or such other period as the parties may fix by agreement, after the date of the agreement as to the price thereof, upon surrender and endorsement to the corporation of the certificate or certificates representing such shares. Upon payment of the price established pursuant to the articles of incorporation or bylaws or of the price so agreed to, the deceased shareholder, the disqualified person or the transferee shall cease to have any interest in such shares.

3. If the articles of incorporation or bylaws do not provide a price or a procedure to establish the price for the shares and if no private written agreement as to the price for or a procedure to set the price of such shares is in effect, then within thirty days after such death, disqualification or transfer, the professional corporation shall provide to the personal representative of the estate of a deceased shareholder, or to the shareholder or transferee, a balance sheet of the professional corporation as of the latest available date and not more than twelve months prior to the date of death, disqualification or transfer, and a profit and loss statement of such professional corporation for the twelve-month period ended on the date of such balance sheet.

4. If the articles of incorporation or bylaws do not provide a price or a procedure to establish the price for such shares, and if no private written agreement as to the price for or a procedure to set the price of such shares is in effect, and if within ninety days after such death, disqualification or transfer the estate of such disqualified person or such disqualified person and the professional corporation do not agree on the price to be paid for such shares, then either the estate, the disqualified person or the professional corporation may file a petition in any court of competent jurisdiction in the county in this state where the registered office of the professional corporation is located requesting that the fair value of such shares be found and determined. If such petition is filed by the professional corporation, then the estate or disqualified person, wherever residing, shall be made a party to the proceeding as an action against his shares quasi in rem, and a copy of the petition shall be served on the estate or disqualified person in person if a resident of this state, and shall be served by registered or certified mail on the estate or disqualified person if a nonresident. Service on nonresidents shall also be made by publication as provided by law. The jurisdiction of the court shall be plenary and exclusive. The estate or disqualified person shall be entitled to judgment against the professional corporation for the amount of the fair value of the shares as of the date of death, disqualification or transfer upon surrender and endorsement to the professional corporation of the certificate or certificates representing such shares. The court may order that the judgment be paid in such installments as the court may determine to be fair and equitable in all the circumstances to all parties. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have such power and authority as shall be specified in the order of their appointment, or an amendment thereof. The judgment shall include an allowance for interest at such rate as the court may find to be fair and equitable in all the circumstances to all parties, from the date of death, disqualification or transfer.

5. The costs and expenses of any proceeding brought under this section shall be determined by the court and shall be assessed against the professional corporation; but, upon request of the professional corporation, all or any part of such costs and expenses may be apportioned and assessed as the court may deem equitable against the estate or disqualified person if the court shall find that the action of such estate or disqualified person in failing to reach an agreement on the fair value of the stock was arbitrary or vexatious or not in good faith. Such expenses shall include reasonable compensation for and reasonable expenses of the appraisers, but shall exclude the fees and expenses of counsel for and experts employed by any party. If the court determines that the fair value of the shares as determined materially exceeds the amount that the professional corporation offered to pay therefor, or if no such offer was made, then upon request of the estate or disqualified person, the court in its discretion may award to the estate or disqualified person such sum as the court may determine to be reasonable compensation to any counsel or expert or experts employed by the estate or disqualified person in the proceeding.

6. If a purchase, redemption or transfer of the shares of a deceased or disqualified shareholder or of a transferee who is a disqualified person is not completed within twelve months after the death of the deceased shareholder or within six months after the disqualification or transfer, as the case may be, then the shares of the deceased shareholder or disqualified person are automatically cancelled, and the professional corporation shall forthwith record that cancellation of the shares on its books, and thereafter the estate or disqualified person shall have no further interest as a shareholder in the professional corporation other than his, her or its right to payment for such shares or his, her or its right to initiate and pursue a proceeding for determination of the fair value of those shares under this section.

7. Shares acquired by a professional corporation pursuant to payment of the agreed price therefor or to payment of the judgment entered therefor, as in this section provided, may be held and disposed of by such professional corporation as in the case of other treasury shares.

8. This section shall not be deemed to require the purchase of shares of a disqualified person where the period of such disqualification is for less than six months from the date of disqualification or transfer.

9. Any provision regarding purchase, redemption or transfer of shares of a professional corporation contained in the articles of incorporation or the bylaws of the professional corporation, or in any private written agreement relating thereto, shall be specifically enforceable in the courts of this state and shall preempt the right such estate or disqualified person or the professional corporation to bring an action pursuant to this section.

10. Nothing contained in this section shall prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to or on behalf of a former shareholder as otherwise permitted by law.

(L. 1986 H.B. 1230)

Disqualifying event, effect.

356.151. 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 professional service of any kind for the corporation or its customers or clients, or receive dividends on or be entitled to vote such shares, except with respect to acceptance of the provisions of chapter 351 or granting consent to purchase by a qualified person.

(L. 1986 H.B. 1230)

Rights and obligations of unqualified persons acquiring shares byforeclosure.

356.161. 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 them subject to the same rights and obligations and the professional corporation shall be subject to the same rights and obligations under sections 356.011 to 356.261 as if the then owner of the shares had become a disqualified person.

(L. 1986 H.B. 1230)

Liability for negligent or wrongful acts or omissions.

356.171. 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 she personally participates to the same extent as if he or she rendered such service in his or her individual capacity. An employee of a professional corporation or a foreign professional corporation shall not be liable for the conduct of other employees in which he or she did not personally participate, unless he or she was negligent in appointing, supervising, or participating in the activity in question with that employee.

2. Every professional corporation and foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the professional corporation or foreign professional corporation shall be liable to the same extent as its employees.

3. Except as otherwise provided by law, the personal liability of a shareholder of a professional corporation or foreign professional corporation in his or her capacity as such shall be no greater in any respect than that of a shareholder of a corporation organized under the general and business corporation law of Missouri, chapter 351.

(L. 1986 H.B. 1230)

Privileged communications.

356.181. 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 and shall extend to a professional corporation or a foreign professional corporation, and its employees, in relation to professional services rendered to clients of the professional corporation or foreign professional corporation in all cases in which it shall be applicable to communications between a natural person rendering professional services on behalf of the professional corporation or foreign professional corporation and the person receiving such services.

(L. 1986 H.B. 1230)

Law not to be construed to restrict licensing authorities--additionalrules.

356.191. 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 professional service or the practice of the profession that is within the jurisdiction of the licensing authority, notwithstanding that the person is an officer, director, shareholder or employee of a professional corporation or a foreign professional corporation and rendering any professional service or engaging in the practice of the profession through such corporation. Each licensing authority may adopt and enforce, pursuant to applicable law, any additional rules and regulations governing the practice of each profession as it deems to be necessary to enforce and comply with the provisions of sections 356.011 to 356.261 and the law applicable to each profession.

(L. 1986 H.B. 1230)

Election to function as general and business corporation--howmade--dissenting shareholder's rights.

356.201. 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 issued and outstanding voting securities of the professional corporation, to amend its articles of incorporation so as to prohibit its continued operation under sections 356.011 to 356.261 and to substitute therefor authority to function as a corporation under chapter 351, and to remove the words "Professional Corporation" or the letters "P.C." from its corporate name. If such election is made, an amendment to the articles of incorporation shall be filed in accordance with the requirements of chapter 351 setting forth the purposes for which the corporation shall continue in operation and its new corporate name, together with any other amendments necessary to allow the corporation to comply with the requirements of chapter 351. A copy of any such amendment shall be filed with each licensing authority that regulates any professional service that the professional corporation is authorized to perform. Thereafter, the corporation shall no longer be subject to the provisions of sections 356.011 to 356.261*.

2. If a professional corporation elects to accept the provisions of chapter 351, any dissenting shareholder shall have all of the rights granted to a shareholder dissenting to the sale or exchange of all or substantially all of the property and assets of a corporation, pursuant to the provisions of chapter 351.

3. If a professional corporation shall cease to render professional services, it shall amend its articles of incorporation in the manner required under subsection 1 of this section and shall conform in full to the requirements of chapter 351. The corporation may then continue in existence as a corporation organized under chapter 351 and shall no longer be subject to the provisions of sections 356.011 to 356.261*.

(L. 1986 H.B. 1230)

*Words "of this act" appear in original rolls.

Registration report--filed when, contents--form--fee--penalties forfailure to file or making false declarations.

356.211. 1. Each professional corporation and each foreign professional corporation shall file with the secretary of state a corporate registration report pursuant to section 351.120 or 351.122. The corporate registration report shall set forth the following information: the names and residence or physical business addresses of all officers, directors and shareholders of that professional corporation as of the date of the report.

2. The report shall be made on a form to be prescribed and furnished by the secretary of state, and shall be executed by an officer of the corporation or authorized person.

3. A filing fee in the amount set out in section 351.122 or 351.125 shall be paid with the filing of each report, and no other fees shall be charged therefor; except that, penalty fees may be imposed by the secretary of state for late filings. The report shall be filed subject to the time requirements of section 351.120 or 351.122.

4. If a professional corporation or foreign professional corporation shall fail to file a report qualifying with the provisions of this section when such a filing is due, then the corporation shall be subject to the provisions of chapter 351 that are applicable to a corporation that has failed to timely file the corporate registration report required to be filed under chapter 351.

(L. 1986 H.B. 1230, A.L. 1990 H.B. 1361, A.L. 2002 S.B. 895, A.L. 2003 H.B. 600, A.L. 2004 H.B. 1664, A.L. 2009 H.B. 481)

Merger or consolidation with another corporation, when.

356.221. 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 corporation under the laws applying to that surviving or new corporation.

2. Upon the merger or consolidation of a professional corporation, if the surviving or new corporation, as the case may be, is to render professional services in this state, it shall be in full compliance with the provisions of sections 356.011 to 356.261 immediately after the merger or consolidation. Otherwise, that corporation shall not thereafter be subject to the provisions of sections 356.011 to 356.261 and shall not provide professional services in this state.

(L. 1986 H.B. 1230)

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

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

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

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

(3) Maintaining bank accounts;

(4) Borrowing money or creating evidences of debt, mortgage or lien on or other security interest in real or personal property;

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

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

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

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

(2) The corporation is organized only for purposes for which a professional corporation organized under sections 356.011 to 356.261 may be organized; and

(3) All the shareholders, at least a majority of the directors and all the officers other than the secretary and treasurer of the corporation are qualified persons with respect to the corporation.

(L. 1986 H.B. 1230)

Additional fee--expiration date.

356.233. 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 of state's technology trust fund account. The provisions of this section shall expire on December 31, 2017.

(L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288, A.L. 2008 S.B. 1150)

Expires 12-31-17

Foreign professional corporations, application for certificateof authority, contents.

356.241. 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 all the shareholders, at least a majority of the directors and all the officers other than the secretary and treasurer are licensed in one or more states or territories of the United States or the District of Columbia to render a professional service described in the statement of purposes of the corporation.

(L. 1986 H.B. 1230)

Forfeiture of corporate rights, when--duties of licensingauthority.

356.251. 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 fails to comply with the provisions of sections 356.011 to 356.261 which are applicable to it or if the secretary of state determines or is informed by the licensing authority that the corporation fails or has failed to comply with the requirements of the licensing authority that allow the corporation to practice any professional service as a corporation under sections 356.011 to 356.261. Each licensing authority in this state shall promptly certify to the secretary of state the names of all such corporations that have given cause for forfeiture as provided in sections 356.011 to 356.261, together with the facts pertinent thereto. Whenever a licensing authority shall so certify the name of a corporation to the secretary of state as having given cause for forfeiture of the corporation's certificate of incorporation or certificate of authority as provided in sections 356.011 to 356.261, then the licensing authority shall concurrently mail to the corporation at its registered office in this state a notice that such certification has been made.

(L. 1986 H.B. 1230)

Application of law.

356.261. 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)


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