SECOND REGULAR SESSION
93RD GENERAL ASSEMBLY
INTRODUCED BY REPRESENTATIVE S LAMPE (Sponsor) JETTON, MARSH, WALSH, MEINERS, PAGE, MEADOWS, YAEGER, RUCKER, BOWMAN, CURLS, BOGETTO, WHORTON, HARRIS (110), OXFORD, WILDBERGER, BROWN (50), DARROUGH, SALVA, ZWEIFEL, VILLA, PAGE, DOUGHERTY, ROBINSON, GEORGE, WRIGHT-JONES, LOWE (44), BAKER (25), HARRIS (23), WITTE, DONNELLY, SCHOEMEHL, LeVOTA, BLAND, DAUS, CURLS, SKAGGS, ROORDA, KRATKY, HAYWOOD, BURNETT, STORCH, HUGHES, AULL, CASEY, YOUNG, JOHNSON (90), JOHNSON (61), LOW (39), EL-AMIN, CORCORAN, HUBBARD, KUESSNER, WAGNER, FRASER, LIESE, DEMPSEY, COOPER (120), SWINGER, WRIGHT (159), FISHER, WETER, ROBB, SUTHERLAND, HENKE, HOSKINS, SPRENG, WALTON, PARSON, McGHEE AND CHAPPELLE-NADAL (Co-sponsors).
Read 1st time January 25, 2006 and copies ordered printed.
STEPHEN S. DAVIS, Chief Clerk
AN ACT
To repeal sections 351.047, 351.120, 351.125, 351.127, 351.145, 351.155, 351.484, 351.592, 351.594, 351.598, 351.602, 351.690, 355.016, 355.021, 355.066, 355.071, 355.176, 355.688, 355.706, 355.796, 355.806, 355.811, 355.821, 355.856, 356.211, and 356.233, RSMo, and to enact in lieu thereof twenty-eight new sections relating to corporations.
Be it enacted by the General Assembly of the state of Missouri, as follows:
Section A. Sections 351.047, 351.120, 351.125, 351.127, 351.145, 351.155, 351.484, 351.592, 351.594, 351.598, 351.602, 351.690, 355.016, 355.021, 355.066, 355.071, 355.176, 355.688, 355.706, 355.796, 355.806, 355.811, 355.821, 355.856, 356.211, and 356.233, RSMo, are repealed and twenty-eight new sections enacted in lieu thereof, to be known as sections 351.047, 351.120, 351.122, 351.125, 351.127, 351.145, 351.155, 351.484, 351.592, 351.594, 351.598, 351.602, 351.690, 355.016, 355.021, 355.066, 355.071, 355.176, 355.688, 355.706, 355.796, 355.806, 355.811, 355.821, 355.856, 355.857, 356.211, and 356.233, to read as follows:
351.047. The secretary of state may prescribe and furnish on request forms for all documents required or permitted to be filed by this chapter. The use of the following forms is mandatory:
(1) A foreign corporation's application for a certificate of authority to do business in this state;
(2) A foreign corporation's application for a certificate of withdrawal;
(3) A corporation's [annual] corporate registration report.
351.120. 1. Every corporation organized pursuant to the laws of this state, including corporations organized pursuant to or subject to this chapter, and every foreign corporation licensed to do business in this state, whether such license shall have been issued pursuant to this chapter or not, other than corporations exempted from taxation by the laws of this state, shall file [an annual corporation] a corporate registration report.
2. The [annual] corporate registration report shall state the corporate name, the name of its registered agent and such agent's Missouri physical address, giving street and number, or building and number, or both, as the case may require, the name and correct business or residence address of its officers and directors, and the mailing address of the corporation's principal place of business or corporate headquarters.
3. The [annual] corporate registration report shall be filed annually, except as provided in section 351.122, and shall be due the month that the corporation incorporated or qualified, unless changed under subsection 8 of this section. Corporations existing prior to July 1, 2003, shall file the [annual] corporate registration report on the month indicated on the corporation's last [annual] corporate registration report. Corporations formed on or after July 1, 2003, shall file [an annual] a corporate registration report within thirty days of the date of incorporation or qualification and every year thereafter, except as provided in section 351.122, in the month that they were incorporated or qualified, unless such month is changed under subsection 8 of this section.
4. The [annual] corporate registration report shall be signed by an officer or authorized person.
5. In the event of any error in the names and addresses of the officers and directors set forth in [an annual] a corporate registration report, the corporation may correct such information by filing a certificate of correction pursuant to section 351.049.
6. A corporation may change the corporation's registered office or registered agent with the filing of the corporation's [annual] corporate registration report. To change the corporation's registered agent with the filing of the [annual] corporate registration report, the corporation must include the new registered agent's written consent to the appointment as registered agent and a written consent stating that such change in registered [agents] agent was authorized by resolution duly adopted by the board of directors. The written consent must be signed by the new registered agent and must include such agent's address. If the [annual] corporate registration report is not completed correctly, the secretary of state may reject the filing of such report.
7. A corporation's [annual] corporate registration report must be filed in a format as prescribed by the secretary of state.
8. A corporation may change the month of its corporate registration report in the corporation's initial corporate registration report or a subsequent report. To change its filing month, a corporation shall designate the desired month in its corporate registration report and include with that report an additional fee of twenty dollars. After a corporate registration report designating a new filing month is filed by the secretary of state, the corporation's next corporate registration report shall be filed in the newly designated month in the next year in which a report is due under subsection 3 of this section or under section 351.122.
351.122. 1. Notwithstanding the provisions of section 351.120 to the contrary, beginning January 1, 2007, the secretary of state may provide corporations the option of biennially filing corporate registration reports. Any corporation incorporated or qualified in an even-numbered year may file a biennial corporate registration report in, and only in, an even-numbered calendar year, and any corporation incorporated or qualified in an odd-numbered year may file a biennial corporate registration report in, and only in, an odd-numbered calendar year, subject to the following requirements:
(1) The fee paid at the time of the biennial registration shall be eighty dollars if the report is filed in a written format, and shall be thirty dollars if the report is filed via an electronic format prescribed by the secretary of state;
(2) A corporation's biennial corporate registration report shall be filed in a format as prescribed by the secretary of state;
(3) The secretary of state may collect an additional fee of ten dollars on each and every biennial corporate registration report filed under this section, and such fee shall be deposited into the state treasury and credited to the secretary of state's technology trust fund account.
2. Once a corporation chooses the option of biennial registration, such registration shall be maintained for the full twenty-four month period. Once such twenty-four month period has expired, and another corporate registration report is due, a corporation may choose to file an annual registration report under section 351.120, but upon making such choice may later only choose to file a biennial corporate registration report in a year appropriate under subsection 1 of this section, based upon the year in which the corporation was incorporated.
3. The secretary of state may promulgate rules to implement the provisions of this section. Any rule or portion of a rule, as that term is defined in section 536.010, RSMo, that is created under the authority delegated in this section shall become effective only if it complies with and is subject to all of the provisions of chapter 536, RSMo, and, if applicable, section 536.028, RSMo. This section and chapter 536, RSMo, are nonseverable and if any of the powers vested with the general assembly pursuant to chapter 536, RSMo, to review, to delay the effective date, or to disapprove and annul a rule are subsequently held unconstitutional, then the grant of rulemaking authority and any rule proposed or adopted after August 28, 2006, shall be invalid and void.
351.125. Every corporation required to register under the provisions of this chapter shall pay to the state a fee of forty dollars for its [annual] corporate registration if the report is filed in a written format. The fee is fifteen dollars for each [annual] corporate registration report filed via an electronic format prescribed by the secretary of state. Biennial corporate registration reports filed under section 351.122 shall require the fee prescribed in that section. If a corporation fails to file a corporation registration report when due, it shall be assessed, in addition to its regular registration fee, a late fee of fifteen dollars for each thirty-day period within which the registration report is filed whether in writing or in an electronic format. If the registration report is not filed within ninety days, the corporation shall forfeit its charter and the secretary of state may proceed with administrative dissolution of such corporation under sections 351.484 and 351.486.
351.127. The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter, provided that the secretary of state may collect an additional fee of ten dollars on each and every corporate registration report fee filed under section 351.122. 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.
351.145. It shall be the duty of the secretary of state to send notice that the [annual] corporate registration report is due to each corporation in this state required to register. The notice shall be directed to its registered office as disclosed originally by its articles of incorporation or by its application for a certificate of authority to transact business in this state and thereafter as disclosed by its immediately preceding corporate registration [for the year preceding] report, as provided by law. The secretary of state may provide a form of the [annual] corporate registration report for filing in a format and medium prescribed by the secretary of state.
351.155. It shall be the duty of the secretary of state to furnish forms of [annual] corporate registration reports to any corporation upon request to any representative of the corporation, but no such form of the [annual] corporate registration report shall be furnished unless the name of the corporation for which [they are] it is desired shall accompany the request.
351.484. The secretary of state may commence a proceeding pursuant to section 351.486 to dissolve a corporation administratively if:
(1) The corporation fails to pay any final assessment of Missouri corporation franchise tax as provided in chapter 147, RSMo, and the director of revenue has notified the secretary of state of such failure;
(2) The corporation fails or neglects to file the Missouri corporation franchise tax report required pursuant to chapter 147, RSMo, provided the director of revenue has provided a place on both the individual and corporation income tax return to indicate no such tax is due and provided the director has delivered or mailed at least two notices of such failure to file to the usual place of business of such corporation or the corporation's last known address and the corporation has failed to respond to such second notice within thirty days of the date of mailing of the second notice and the director of revenue has notified the secretary of state of such failure;
(3) The corporation fails to file any corporation income tax return or pay any final assessment of corporation income tax as provided in chapter 143, RSMo, and the director of revenue has notified the secretary of state of such failure;
(4) The corporation does not deliver its [annual] corporate registration report to the secretary of state within thirty days after it is due;
(5) The corporation is without a registered agent or registered office in this state for thirty days or more;
(6) The corporation does not notify the secretary of state within thirty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(7) The corporation's period of duration stated in its articles of incorporation expires;
(8) The corporation procures its franchise through fraud practiced upon the state;
(9) The corporation has continued to exceed or abuse the authority conferred upon it by law, or has continued to violate any section or sections of the criminal law of the state of Missouri after a written demand to discontinue the same has been delivered by the secretary of state to the corporation, either personally or by mail;
(10) The corporation fails to pay any final assessment of employer withholding tax, as provided in sections 143.191 to 143.265, RSMo, and the director of revenue has notified the secretary of state of such failure; or
(11) The corporation fails to pay any final assessment of sales and use taxes, as provided in chapter 144, RSMo, and the director of revenue has notified the secretary of state of such failure.
351.592. 1. The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the secretary of state for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
2. After filing the statement, the secretary of state shall attach the filing receipt to one copy, and mail the copy and receipt to the registered office if not discontinued. The secretary of state shall mail the other copy to the foreign corporation at its principal office address shown in its most recent [annual] corporate registration report.
3. The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
351.594. 1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
2. A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent [annual] corporate registration report, if the foreign corporation:
(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;
(2) Has withdrawn from transacting business in this state as provided in section 351.596; or
(3) Has had its certificate of authority revoked under section 351.602.
If the corporation has no secretary or if the secretary cannot, after the exercise of reasonable diligence, be served, then service on the corporation may be obtained by registered or certified mail, return receipt requested, addressed to any person designated as a director or officer of the corporation at any place of business of the corporation, or at the residence of or any usual business address of such director or officer.
3. Service is perfected as provided in subsection 2 of this section at the earliest of:
(1) The date the foreign corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
4. This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
351.598. The secretary of state may commence a proceeding pursuant to section 351.602 to revoke the certificate of a foreign corporation authorized to transact business in this state if:
(1) The foreign corporation does not deliver its [annual] corporate registration report to the secretary of state within thirty days after it is due;
(2) The foreign corporation fails to pay any final assessment of Missouri corporation franchise tax, as provided in chapter 147, RSMo, and the director of revenue has notified the secretary of state of such failure;
(3) The foreign corporation is without a registered agent or registered office in this state for thirty days or more;
(4) The foreign corporation does not inform the secretary of state pursuant to section 351.588 or 351.592 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within thirty days of the change, resignation, or discontinuance;
(5) An incorporator, director, officer, or agent of the foreign corporation signed a document the person knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(6) [The secretary of state receives] A duly authenticated certificate is received from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger;
(7) The foreign corporation fails to pay any final assessment of employer withholding tax, as provided in sections 143.191 to 143.265, RSMo, and the director of revenue has notified the secretary of state of such failure; or
(8) The foreign corporation fails to pay any final assessment of sales and use taxes, as provided in chapter 144, RSMo, and the director of revenue has notified the secretary of state of such failure.
351.602. 1. If the secretary of state determines that one or more grounds exist under section 351.598 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination as provided in section 351.594.
2. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty days after service of the notice is perfected under section 351.594, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation as provided in section 351.594.
3. The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
4. The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent [annual] corporate registration report or in any subsequent communication received from the corporation specifically advising the secretary of state of the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
5. Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
351.690. The provisions of this chapter shall be applicable to existing corporations and corporations not formed pursuant to this chapter as follows:
(1) Those provisions of this chapter requiring reports, registration statements and the payment of taxes and fees, shall be applicable, to the same extent and with the same effect, to all existing corporations, domestic and foreign, which were required to make such reports and registration statements and to pay such taxes and fees, prior to November 21, 1943;
(2) The provisions of this chapter shall be applicable to banks, trust companies and safe deposit companies when such provisions relating to the internal affairs of a corporation supplement the existing provisions of chapter 362, RSMo, or when the provisions of chapter 362, RSMo, do not deal with a matter involving the internal affairs of a corporation organized pursuant to the provisions of chapter 362, RSMo, as well as those provisions mentioned in subdivision (1) of this section, to the extent applicable. For the purposes of this chapter, the "internal affairs of a corporation" shall include, but not be limited to, matters of corporate governance, director and officer liability, and financial structure;
(3) No provisions of this chapter, other than those mentioned in subdivision (1) of this section, and then only to the extent required by the statutes pursuant to which they are incorporated, or other than the provisions of section 351.347, or section 351.355, shall be applicable to insurance companies, savings and loan associations, corporations formed for benevolent, religious, scientific or educational purposes, and nonprofit corporations;
(4) Only those provisions of this chapter which supplement the existing laws applicable to railroad corporations, union stations, cooperative companies for profit, credit unions, street railroads, telegraph and telephone companies, booming and rafting companies, urban redevelopment corporations, professional corporations, development finance corporations, and loan and investment companies, and which are not inconsistent with, or in conflict with the purposes of, or are not in derogation or limitation of, such existing laws, shall be applicable to the type of corporations mentioned above in this subdivision; and without limiting the generality of the foregoing, those provisions of this chapter which permit the issuance of shares without par value and the amendment of articles of incorporation for such purpose shall be applicable to railroad corporations, union stations, street railroads, telegraph and telephone companies, and booming and rafting companies, professional corporations, development finance corporations, and loan and investment companies, and those provisions of this chapter mentioned in subdivisions (1) and (2) of this section will apply to all corporations mentioned in this subdivision; except that, the [annual] corporate registration report and fee of a professional corporation pursuant to section 356.211, RSMo, shall suffice in lieu of the [annual] corporate registration report and fee required of a business corporation;
(5) All of the provisions of this chapter to the extent provided shall apply to all other corporations existing pursuant to general laws of this state enacted prior to November 21, 1943, and not specifically mentioned in subdivisions (1), (2) and (3) of this section.
355.016. 1. The secretary of state may prescribe and furnish on request, forms for:
(1) A foreign corporation's application for a certificate of authority to transact business in this state;
(2) A foreign corporation's application for a certificate of withdrawal; and
(3) The [annual] corporate registration report.
If the secretary of state so requires, use of these forms is mandatory.
2. The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory.
355.021. 1. The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing:
(1) Articles of incorporation, twenty dollars;
(2) Application for reserved name, twenty dollars;
(3) Notice of transfer of reserved name, two dollars;
(4) Application for renewal of reserved name, twenty dollars;
(5) Corporation's statement of change of registered agent or registered office or both, five dollars;
(6) Agent's statement of change of registered office for each affected corporation, five dollars;
(7) Agent's statement of resignation, five dollars;
(8) Amendment of articles of incorporation, five dollars;
(9) Restatement of articles of incorporation with amendments, five dollars;
(10) Articles of merger, five dollars;
(11) Articles of dissolution, five dollars;
(12) Articles of revocation of dissolution, five dollars;
(13) Application for reinstatement following administrative dissolution, twenty dollars;
(14) Application for certificate of authority, twenty dollars;
(15) Application for amended certificate of authority, five dollars;
(16) Application for certificate of withdrawal, five dollars;
(17) [Annual] Corporate registration report filed annually, ten dollars if filed in a written format or five dollars if filed electronically in a format prescribed by the secretary of state;
(18) Corporate registration report filed biennially, twenty dollars if filed in a written format or ten dollars if filed electronically in a format prescribed by the secretary of state;
(19) Articles of correction, five dollars;
[(19)] (20) Certificate of existence or authorization, five dollars;
[(20)] (21) Any other document required or permitted to be filed by this chapter, five dollars.
2. The secretary of state shall collect a fee of ten dollars upon being served with process under this chapter. The party to a proceeding causing service of process is entitled to recover the fee paid the secretary of state as costs if the party prevails in the proceeding.
3. The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: in a written format fifty cents per page plus five dollars for certification, or in an electronic format five dollars for certification and copies.
355.066. Unless the context otherwise requires or unless otherwise indicated, as used in this chapter the following terms mean:
(1) "Approved by or approval by the members", approved or ratified by the affirmative vote of a majority of the voters represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a majority of the required quorum, or by a written ballot or written consent in conformity with this chapter, or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this chapter for any specified member action;
(2) "Articles of incorporation" or "articles", amended and restated articles of incorporation and articles of merger;
(3) "Board" or "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 355.316;
(4) "Bylaws", the code or codes of rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, irrespective of the name or names by which such rules are designated. Bylaws shall not include legally enforceable covenants, declarations, indentures or restrictions imposed upon members by validly recorded indentures, declarations, covenants, restrictions or other recorded instruments, as they apply to real property;
(5) "Class", a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, "rights" shall be considered the same if they are determined by a formula applied uniformly;
(6) "Corporation", public benefit and mutual benefit corporations;
(7) "Delegates", those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters;
(8) "Deliver" includes mail;
(9) "Directors", individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board;
(10) "Distribution", the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers;
(11) "Domestic corporation", a Missouri corporation;
(12) "Effective date of notice" is defined in section 355.071;
(13) "Employee" does not include an officer or director who is not otherwise employed by the corporation;
(14) "Entity", domestic corporations and foreign corporations, business corporations and foreign business corporations, for-profit and nonprofit unincorporated associations, business trusts, estates, partnerships, trusts, and two or more persons having a joint or common economic interest, and a state, the United States, and foreign governments;
(15) "File", "filed" or "filing", filed in the office of the secretary of state;
(16) "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;
(17) "Governmental subdivision" includes authority, county, district, and municipality;
(18) "Includes" denotes a partial definition;
(19) "Individual", a natural person;
(20) "Means" denotes a complete definition;
(21) "Member", without regard to what a person is called in the articles or bylaws, any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors; but a person is not a member by virtue of any of the following:
(a) Any rights such person has as a delegate;
(b) Any rights such person has to designate a director or directors; or
(c) Any rights such person has as a director;
(22) "Membership", the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this chapter;
(23) "Mutual benefit corporation", a domestic corporation which is formed as a mutual benefit corporation pursuant to sections 355.096 to 355.121 or is required to be a mutual benefit corporation pursuant to section 355.881;
(24) "Notice" is defined in section 355.071;
(25) "Person" includes any individual or entity;
(26) "Principal office", the office, in or out of this state, so designated in the [annual] corporate registration report filed pursuant to section 355.856 where the principal offices of a domestic or foreign corporation are located;
(27) "Proceeding" includes civil suits and criminal, administrative, and investigatory actions;
(28) "Public benefit corporation", a domestic corporation which is formed as a public benefit corporation pursuant to sections 355.096 to 355.121, or is required to be a public benefit corporation pursuant to section 355.881;
(29) "Record date", the date established pursuant to sections 355.181 to 355.311 on which a corporation determines the identity of its members for the purposes of this chapter;
(30) "Resident", a full-time resident of a long-term care facility or residential care facility;
(31) "Secretary", the corporate officer to whom the board of directors has delegated responsibility pursuant to subsection 2 of section 355.431 for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation;
(32) "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;
(33) "United States" includes any agency of the United States;
(34) "Vote" includes authorization by written ballot and written consent; and
(35) "Voting power", the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
355.071. 1. For purposes of this chapter, notice may be oral or written.
2. Notice may be communicated in person, by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier; if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
3. Oral notice is effective when communicated if communicated in a comprehensible manner.
4. Written notice, if in a comprehensible form, is effective at the earliest of the following:
(1) When received;
(2) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed;
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;
(4) Thirty days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed.
5. Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members.
6. A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.
7. Written notice is correctly addressed to a domestic or foreign corporation, authorized to transact business in this state, other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent [annual] corporate registration report or, in the case of a foreign corporation that has not yet delivered [an annual] a corporate registration report, in its application for a certificate of authority.
8. If subsection 2 of section 355.251 or any other provision of this chapter prescribes notice requirements for particular circumstances, those requirements govern. If the articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern. Failure to comply with the terms of this section shall not invalidate the terms of the notice delivered.
355.176. 1. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
2. If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office shown in the most recent [annual] corporate registration report filed under section 355.856. Service is perfected under this subsection on the earliest of:
(1) The date the corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the corporation; or
(3) Five days after its deposit in the United States mail, if mailed and correctly addressed with first class postage affixed.
3. This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
355.688. A voluntarily dissolved corporation must continue to file the [annual] corporate registration report and pay all required taxes due the state of Missouri until the effective date of articles of termination.
355.706. The secretary of state may commence a proceeding under section 355.711 to administratively dissolve a corporation if:
(1) The corporation does not pay within thirty days after they are due fees or penalties imposed by this chapter;
(2) The corporation does not deliver its [annual] corporate registration report to the secretary of state within thirty days after it is due;
(3) The corporation is without a registered agent or registered office in this state for thirty days or more;
(4) The corporation does not notify the secretary of state within thirty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(5) The corporation's period of duration, if any, stated in its articles of incorporation expires; or
(6) The corporation has procured its charter through fraud practiced upon the state.
355.796. 1. The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
2. A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its more recent [annual] corporate registration report filed under section 355.856 if the foreign corporation:
(1) Has no registered agent or its registered agent cannot with reasonable diligence be served;
(2) Has withdrawn from transacting business in this state under section 355.801; or
(3) Has had its certificate of authority revoked under section 355.811.
3. Service is perfected under subsection 2 of this section at the earliest of:
(1) The date the foreign corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the foreign corporation; or
(3) Five days after its deposit in the United States mail, as evidenced by the postmark if mailed postpaid and correctly addressed.
4. This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
355.806. 1. The secretary of state may commence a proceeding under section 355.811 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) The foreign corporation does not deliver the [annual] corporate registration report to the secretary of state within thirty days after it is due;
(2) The foreign corporation does not pay within thirty days after they are due any fees or penalties imposed by this chapter;
(3) The foreign corporation is without a registered agent or registered office in this state for thirty days or more;
(4) The foreign corporation does not inform the secretary of state under section 355.786 or 355.791 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within thirty days of the change, resignation, or discontinuance;
(5) An incorporator, director, officer or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger; or
(7) The corporation procured its certificate of authority through fraud practiced on the state.
2. The attorney general may commence a proceeding under section 355.811 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) The corporation would have been a public benefit corporation other than a church or convention or association of churches had it been incorporated in this state and that its corporate assets in this state are being misapplied or wasted; or
(3) The corporation would have been a public benefit corporation other than a church or convention or association of churches had it been incorporated in this state and it is no longer able to carry out its purposes.
355.811. 1. The secretary of state upon determining that one or more grounds exist under section 355.806 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under section 355.796.
2. The attorney general upon determining that one or more grounds exist under subsection 2 of section 355.806 for revocation of a certificate of authority shall request the secretary of state to serve, and the secretary of state shall serve the foreign corporation with written notice of that determination under section 355.796.
3. If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state or attorney general that each ground for revocation determined by the secretary of state or attorney general does not exist within sixty days after service of the notice is perfected under section 355.796, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under section 355.796.
4. The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
5. The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent [annual] corporate registration report or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
6. Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
355.821. 1. A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized by subsection 4 of section 355.406.
2. A corporation shall maintain appropriate accounting records.
3. A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.
4. A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
5. A corporation shall keep a copy of the following records at its principal office:
(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three years;
(5) All written communications to all members or any specific class of members generally within the past three years, including the financial statements furnished for the past three years under section 355.846;
(6) A list of the names and business or home addresses of its current directors and officers;
(7) Its most recent [annual] corporate registration report delivered to the secretary of state under section 355.856; and
(8) Appropriate financial statements of all income and expenses. Public benefit corporations shall not be required, under this chapter, to disclose any information with respect to donors, gifts, contributions or the purchase or sale of art objects.
355.856. 1. Each domestic corporation, and each foreign corporation authorized pursuant to this chapter to transact business in this state, shall file with the secretary of state [an annual] a corporate registration report on a form prescribed and furnished by the secretary of state that sets forth:
(1) The name of the corporation and the state or country under whose law it is incorporated;
(2) The address of its registered office and the name of its registered agent at the office in this state;
(3) The address of its principal office;
(4) The names and physical business or residence addresses of its directors and principal officers.
2. The information in the [annual] corporate registration report must be current on the date the [annual] corporate registration report is executed on behalf of the corporation.
3. The [first annual] initial corporate registration report must be delivered to the secretary of state no later than August thirty-first of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent [annual] corporate registration reports must be delivered to the secretary of state no later than August thirty-first of the following calendar years, except as provided in section 355.857. If [an annual] a corporate registration report is not filed within the time limits prescribed by this section, the secretary of state shall not accept the report unless it is accompanied by a fifteen dollar fee. Failure to file the [annual] corporate registration report as required by this section will result in the administrative dissolution of the corporation as set forth in section 355.706.
4. If [an annual] a corporate registration report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction.
5. A corporation may change the corporation's registered office or registered agent with the filing of the corporation's [annual] corporate registration report. To change the corporation's registered agent with the filing of the [annual] corporate registration report, the corporation must include the new registered agent's written consent to the appointment as registered agent and a written consent stating that such change in registered [agents] agent was authorized by resolution duly adopted by the board of directors. The written consent must be signed by the new registered agent and must include such agent's address. If the [annual] corporate registration report is not completed correctly, the secretary of state may reject the filing of such report.
6. A corporation's [annual] corporate registration report must be filed in a format and medium prescribed by the secretary of state.
7. The [annual] corporate registration report shall be signed by an officer or authorized person and pursuant to this section 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 of section 575.040, RSMo.
355.857. 1. Notwithstanding the provisions of section 355.856 to the contrary, beginning January 1, 2007, the secretary of state may provide corporations the option of biennially filing corporate registration reports. Any corporation incorporated or qualified in an even-numbered year may file a biennial corporate registration report in, and only in, an even-numbered calendar year, and any corporation incorporated or qualified in an odd-numbered year may file a biennial corporate registration report in, and only in, an odd-numbered calendar year, subject to the following requirements:
(1) The fee paid at the time of the biennial registration shall be that specified in section 355.021;
(2) A corporation's biennial corporate registration report shall be filed in a format as prescribed by the secretary of state;
(3) The secretary of state may collect an additional fee of ten dollars on each and every biennial corporate registration report filed under this section, and such fee shall be deposited into the state treasury and credited to the secretary of state's technology trust fund account.
2. Once a corporation chooses the option of biennial registration, such registration shall be maintained for the full twenty-four month period. Once such twenty-four month period has expired, and another corporate registration report is due, a corporation may choose to file an annual registration report under 355.856, but upon making such choice, may later only choose to file a biennial corporate registration report in a year appropriate under subsection 1 of this section, based upon the year in which the corporation was incorporated.
3. The secretary of state may promulgate rules to implement the provisions of this section. Any rule or portion of a rule, as that term is defined in section 536.010, RSMo, that is created under the authority delegated in this section shall become effective only if it complies with and is subject to all of the provisions of chapter 536, RSMo, and, if applicable, section 536.028, RSMo. This section and chapter 536, RSMo, are nonseverable and if any of the powers vested with the general assembly pursuant to chapter 536, RSMo, to review, to delay the effective date, or to disapprove and annul a rule are subsequently held unconstitutional, then the grant of rulemaking authority and any rule proposed or adopted after August 28, 2006, shall be invalid and void.
356.211. 1. Each professional corporation and each foreign professional corporation shall file with the secretary of state [an annual] a corporation registration report pursuant to section 351.120 or 351.122, 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 or 351.122, 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.
356.233. The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter, provided that the secretary of state may collect an additional fee of ten dollars on each and every corporate registration report fee filed as described in section 351.122, RSMo. 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.
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