Effective 28 Aug 1986

356.231. Certificates of authority, required, exceptions — foreign corporations may be granted certificates of authority, requirements. — 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;

(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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(L. 1986 H.B. 1230)