351.572. Authority to transact business required.

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

351.572. Authority to transact business required. — 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:

(1)Maintaining, defending, or settling any proceeding;

(2)Holding meetings of the board of directors or shareholders 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 the corporation's own securities or maintaining trustees or depositories with respect to those securities;

(5)Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(6)Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(7)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;

(8)Transacting business in interstate commerce.

3. The list of activities in subsection 2 of this section is not exhaustive.

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(L. 1990 H.B. 1432)

CROSS REFERENCE:

Foreign registered limited liability partnership not deemed to be transacting business in this state under corporate laws, 347.163