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| Home > Statutes > Usa-Missouri |
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USA Statutes : missouri
Title : CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter : Chapter 356 Professional Corporations
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Sections 356.011 to 356.261 may be cited as "The Professional
Corporation Law of Missouri". (L. 1986 H.B. 1230)
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, RSMo. (L. 2004 H.B. 1664)
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, RSMo; 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
The general and business corporation law of Missouri, chapter
351, RSMo, shall be applicable to a professional corporation organized
pursuant to sections 356.011 to 356.261, and to the extent chapter 351,
RSMo, relates to foreign corporations generally, chapter 351, RSMo, shall
be applicable to a foreign professional corporation subject to sections
356.011 to 356.261. All provisions of chapter 351, RSMo, relating to the
administration, enforcement, interpretation or amendment of chapter 351,
RSMo, 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, RSMo, the
provisions of sections 356.011 to 356.261 shall take precedence over such
provisions of chapter 351, RSMo. 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)
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, RSMo. 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, RSMo.
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)
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, RSMo, 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)
1. A professional corporation shall have the powers enumerated
in the general business and corporation law of Missouri, chapter 351,
RSMo; 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)
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, RSMo) 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, RSMo, the not-for-profit corporation law, chapter 355, RSMo, the
uniform limited partnership law, chapter 359, RSMo, the uniform
partnership law relating to registered limited liability partnerships and
limited liability limited partnerships, chapter 358, RSMo, or the limited
liability company act, chapter 347, RSMo, 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, RSMo, 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)
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)
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)
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)
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
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)
The Missouri uniform securities law, chapter 409, RSMo, 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,
RSMo, or any successor law to section 409.101, RSMo, and the procedural,
enforcement, remedy and penalty provisions of chapter 409, RSMo, 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)
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 canceled, 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)
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, RSMo, or granting consent to purchase by a
qualified person. (L. 1986 H.B. 1230)
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)
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, RSMo. (L.
1986 H.B. 1230)
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)
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)
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, RSMo, 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, RSMo,
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, RSMo. 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, RSMo, 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, RSMo.
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, RSMo. The corporation may then continue
in existence as a corporation organized under chapter 351, RSMo, and
shall no longer be subject to the provisions of sections 356.011 to
356.261*. (L. 1986 H.B. 1230)
*Original rolls contain the words "of this act".
1. Each professional corporation and each foreign professional
corporation shall file with the secretary of state an annual corporation
registration report pursuant to section 351.120, RSMo. 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 351.125, RSMo, 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, RSMo.
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, RSMo, that are applicable to a
corporation that has failed to timely file the annual report required to
be filed under chapter 351, RSMo. (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)
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)
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)
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,
2009. (L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288)
Effective 7-01-01 (S.B. 288) 8-28-01 (H.B. 453)
Expires 12-31-09
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)
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)
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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