Missouri Laws 355.751 – Foreign corporation, certificate of authority — transportation of business
1. A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
2. The following activities, among others, do not constitute transacting business within the meaning of subsection 1 of this section:
Terms Used In Missouri Laws 355.751
- 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
- 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
- Personal property: All property that is not real property.
- Personal property: includes money, goods, chattels, things in action and evidences of debt. See Missouri Laws 1.020
- Proceeding: includes civil suits and criminal, administrative, and investigatory actions. See Missouri Laws 355.066
- Property: includes real and personal property. See Missouri Laws 1.020
- 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
(1) Maintaining, defending, or settling any proceeding;
(2) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) Owning real or personal property;
(10) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;
(11) Transacting business in interstate commerce.
3. The list of activities in subsection 2 of this section is not exhaustive.