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Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

previous next Effective - 28 Aug 1990bottom

  351.574.  Consequences of transacting business without authority. — 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 rising out of that business may not maintain a proceeding based 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.  Every foreign corporation now doing business in or which may hereafter do business in this state without a certificate of authority shall be subject to a fine of not less than one thousand dollars to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the secretary of state immediately after August first, of each year, and as often thereafter as he may be advised that corporations are doing business in contravention of sections 351.572 to 351.604, to report the fact to the prosecuting attorney of any city or county in which the corporation is doing business, and the prosecuting attorney shall, as soon thereafter as is practicable, institute proceedings to recover the fine herein provided for, which shall go into the school moneys fund as provided by law; in addition to which penalty, no foreign corporation, failing to comply with this chapter, can maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or* tort, while the requirements of sections 351.572 to 351.604 have not been complied with.

  5.  Notwithstanding subsections 1 and 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.

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(L. 1990 H.B. 1432)

*Word "of" appears in original rolls.


---- end of effective   28 Aug 1990 ----

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