Missouri Laws 355.776 – Name of foreign corporation
1. If the corporate name of a foreign corporation does not satisfy the requirements of section 355.146, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
2. Except as authorized by subsection 3 of this section and subsection 4 of this section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the secretary of state from any domestic corporation existing under any law of this state or any foreign corporation authorized to transact business in this state or its fictitious name if it is required to have one, or any limited partnership existing or transacting business in this state under chapter 359, or a name the exclusive right to which is, at the time, reserved.
Terms Used In Missouri Laws 355.776
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- board of directors: the board of directors except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to section 355. See Missouri Laws 355.066
- 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.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Domestic corporation: a Missouri corporation. See Missouri Laws 355.066
- Foreign corporation: a corporation organized under a law other than the laws of this state which would be a nonprofit corporation if formed under the laws of this state. See Missouri Laws 355.066
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Secretary: the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355. See Missouri Laws 355.066
- State: when referring to a part of the United States, includes a state or commonwealth, and its agencies and governmental subdivisions, and any territory or insular possession, and its agencies and governmental subdivisions, of the United States. See Missouri Laws 355.066
3. A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation:
(1) Has merged with the other corporation;
(2) Has been formed by reorganization of the other corporation; or
(3) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
4. If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of section 355.146, it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 355.146 and obtains an amended certificate of authority under section 355.766.