Section 356.011 – Citation of law.
Effective – 28 Aug 1986 356.011. Citation of law. — Sections 356.011 to 356.261 may be cited as “The Professional Corporation Law of Missouri”. ——– (L. 1986 H.B. 1230)
Section 356.012 – Filing of statement or document represents belief that statements are true and correct.
Effective – 28 Aug 2004 356.012. Filing of statement or document represents belief that statements are true and correct. — Any statement or document filed under this chapter represents that the signer believes the statements are true and correct to the best knowledge and belief of the person signing, subject to the penalties provided under […]
Section 356.021 – Definitions.
Effective – 01 Dec 1993 356.021. Definitions. — As used in sections 356.011 to 356.261 unless the context otherwise requires, the following terms shall mean: (1) “Disqualified person”, any natural person, corporation, partnership, limited liability company, fiduciary, trust, association, governmental agency or other entity that for any reason is or becomes ineligible under sections 356.011 […]
Section 356.031 – General and business corporation law applicable — exceptions.
Effective – 28 Aug 1986 356.031. General and business corporation law applicable — exceptions. — The general and business corporation law of Missouri, chapter 351, shall be applicable to a professional corporation organized pursuant to sections 356.011 to 356.261, and to the extent chapter 351 relates to foreign corporations generally, chapter 351 shall be applicable […]
Section 356.041 – Incorporators — articles of incorporation, amendments — licensing authorities to issue certificates, promulgation of rules setting fees.
Effective – 28 Aug 1986 356.041. Incorporators — articles of incorporation, amendments — licensing authorities to issue certificates, promulgation of rules setting fees. — 1. One or more natural persons, each of whom is licensed to render the same type of professional service within this state, may incorporate a professional corporation to practice that same […]
Section 356.051 – Purposes.
Effective – 28 Aug 1986 356.051. Purposes. — Professional corporations may be incorporated for the purpose of rendering one or more types of professional service, and services ancillary thereto, and in addition, for any purpose or purposes for which corporations may be organized under the general and business corporation law of Missouri, chapter 351, to […]
Section 356.061 – Powers.
Effective – 28 Aug 1986 356.061. Powers. — 1. A professional corporation shall have the powers enumerated in the general business and corporation law of Missouri, chapter 351; except that, a professional corporation may: (1) Invest its funds in real estate, mortgages, stocks, bonds or any other type of investment, but only so long as […]
Section 356.071 – Regulating name of corporation.
Effective – 28 Aug 2004 356.071. Regulating name of corporation. — The name of a professional corporation or of a foreign professional corporation authorized to transact business in this state shall: (1) Contain the words “Professional Corporation” or the abbreviation “P.C.” and the corporation shall identify itself with such designation in the course of rendering […]
Section 356.081 – Corporation may render professional services, how.
Effective – 28 Aug 1986 356.081. Corporation may render professional services, how. — A professional corporation or foreign professional corporation may render a professional service in this state only through natural persons permitted to render such service in this state; but nothing in sections 356.011 to 356.261 shall be construed to require that any person […]
Section 356.091 – Directors and officers, who may be.
Effective – 28 Aug 1986 356.091. Directors and officers, who may be. — All of the directors of a professional corporation and all of the officers of a professional corporation other than the secretary shall be qualified persons with respect to the professional corporation. ——– (L. 1986 H.B. 1230)
Section 356.101 – Corporation may purchase own shares, when.
Effective – 28 Aug 1986 356.101. Corporation may purchase own shares, when. — A professional corporation may purchase its own shares from a disqualified person even though its net assets are less than its stated capital, or even when by so doing its net assets would be reduced below its stated capital. ——– (L. 1986 […]
Section 356.111 – Shares, who may hold, transferred how.
Effective – 01 Dec 1993 356.111. Shares, who may hold, transferred how. — 1. A professional corporation may issue shares, fractional shares, rights or options to purchase shares, and other securities only to the following: (1) Natural persons who are authorized by law in this state, or in any other state or territory of the […]
Section 356.121 – Proxies and voting trusts, valid when.
Effective – 28 Aug 1986 356.121. Proxies and voting trusts, valid when. — No proxy for voting shares of a professional corporation shall be valid unless it shall be given to a qualified person. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees and beneficiaries […]
Section 356.131 – Securities law not applicable, exception.
Effective – 28 Aug 1986 356.131. Securities law not applicable, exception. — The Missouri uniform securities law, chapter 409, shall not be applicable to nor govern any transaction relating to any securities of a professional corporation or a foreign professional corporation; except that, the antifraud provisions of section 409.101, or any successor law to section […]
Section 356.141 – Disqualifying event, corporation may purchase its own shares, procedure.
Effective – 28 Aug 1986 356.141. Disqualifying event, corporation may purchase its own shares, procedure. — 1. Upon the death of a shareholder in a professional corporation, or if a shareholder in a professional corporation becomes a disqualified person, or if shares of a professional corporation are transferred by operation of law or court decree […]
Section 356.151 – Disqualifying event, effect.
Effective – 28 Aug 1986 356.151. Disqualifying event, effect. — Upon the occurrence of any event that causes any shareholder of a professional corporation to become a disqualified person, the shareholder shall not be entitled to hold any office or be a director in the corporation, render any professional service of any kind for the […]
Section 356.161 – Rights and obligations of unqualified persons acquiring shares by foreclosure.
Effective – 28 Aug 1986 356.161. Rights and obligations of unqualified persons acquiring shares by foreclosure. — If any shares of stock in a professional corporation are acquired by any person who is a disqualified person in foreclosure of a pledge or otherwise, the then owner of the shares shall hold them subject to the […]
Section 356.171 – Liability for negligent or wrongful acts or omissions.
Effective – 28 Aug 1986 356.171. Liability for negligent or wrongful acts or omissions. — 1. Every individual who renders a professional service as an employee of a professional corporation or a foreign professional corporation shall be liable for any negligent or wrongful act or omission in which he or she personally participates to the […]
Section 356.181 – Privileged communications.
Effective – 28 Aug 1986 356.181. Privileged communications. — Any privilege applicable to communications between a person rendering professional services and the person receiving such services recognized under the laws of this state, whether statutory or deriving from common law, shall remain inviolate and shall extend to a professional corporation or a foreign professional corporation, […]
Section 356.191 – Law not to be construed to restrict licensing authorities — additional rules.
Effective – 28 Aug 1986 356.191. Law not to be construed to restrict licensing authorities — additional rules. — Nothing in sections 356.011 to 356.261 shall restrict or limit in any manner the authority and duty of any licensing authority for the licensing of individual persons rendering any professional service or the practice of the […]