Missouri Revised Statutes Title XXIII. Corporations, Associations and Partnerships § 355.756. Consequences of transacting business without certificate of authority

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1. A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

2. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.

3. A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority.  If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

4. A foreign corporation is liable for a civil penalty of one hundred dollars for each day, but not to exceed a total of two thousand dollars for each year, it transacts business in this state without a certificate of authority.  The attorney general may collect all penalties due under this subsection.

5. Notwithstanding subsection 1 of this section and subsection 2 of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.

Cite this article: FindLaw.com - Missouri Revised Statutes Title XXIII. Corporations, Associations and Partnerships § 355.756. Consequences of transacting business without certificate of authority - last updated January 01, 2018 | https://codes.findlaw.com/mo/title-xxiii-corporations-associations-and-partnerships/mo-rev-st-355-756/


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