Missouri Laws 351.584 – Corporate name of foreign corporation
1. If the corporate name of a foreign corporation does not satisfy the requirements of section 351.110, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:
(1) May add the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” to its corporate name for use in this state; or
Terms Used In Missouri Laws 351.584
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Foreign corporation: means a corporation for profit organized under laws other than the laws of this state. See Missouri Laws 351.015
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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.
- 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) 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 and such name satisfies the requirements of section 351.110.
2. Except as authorized by subsections 3 and 4 of this section, the corporate name, including a fictitious name, of a foreign corporation shall be distinguishable from:
(1) The corporate name of a corporation incorporated or authorized to transact business in this state;
(2) A corporate name reserved or registered under section 351.115;
(3) The fictitious name of another foreign corporation authorized to transact business in this state;
(4) The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state;
(5) The partnership name of a limited partnership or limited liability company formed pursuant to chapter 347 and chapter 359;
(6) A partnership name reserved or registered under chapter 359;
(7) The partnership name of a foreign limited partnership or foreign limited liability company authorized to transact business in this state or registered pursuant to the provisions of chapter 347 and chapter 359.
3. A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation, incorporated or authorized to transact business in this state, that is not distinguishable upon his records from the name applied for. The secretary of state shall authorize use of the name applied for if:
(1) The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or
(2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.
4. A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign 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.
5. 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 351.110, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of section 351.110 and obtains an amended certificate of authority under section 351.578.