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;

Terms Used In Missouri Laws 356.231

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Property: includes real and personal property. See Missouri Laws 1.020
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: when applied to any of the United States, includes the District of Columbia and the territories, and the words "United States" includes such district and territories. See Missouri Laws 1.020

(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.

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